Registration No. 333-52689    
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                          PRE-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS

                            REGISTERED ON FORM N-8B-2
    

A.   BMA Variable Life Account A
     (Exact Name of Trust)

B.   Business Men's Assurance Company of America
     (Name of Depositor)

C.   BMA Tower, P.O. Box 412879
     Kansas City, MO 84141
     (Complete address of depositor's principal executive offices)

D.   Name and complete address of agent for service:

         David A. Gates
         Business Men's Assurance Company of America
         700 Karnes Blvd.
         Kansas City, Missouri 64108
         (800) 423-9398

     Copies to:

      Judith A. Hasenauer
      Blazzard, Grodd & Hasenauer, P.C.
      P.O. Box 5108
      Westport, CT 06881
      (203) 226-7866

E.   Flexible  Premium  Adjustable  Variable Life Insurance  Policies (Title and
     amount of securities being registered)

F.   Proposed maximum  aggregate  offering price to the public of the securities
     being registered:

     Continuous offering

G.   Amount of Filing Fee: Not Applicable

H. Approximate date of proposed public offering:
         As soon as practicable after the effective date of this filing.

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The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
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                              EXPLANATORY NOTE

This  Registration  Statement  contains 43 portfolios of the various  underlying
investment  options.  Two versions  (Version A and Version B) of the  Prospectus
will be created from this Registration  Statement.  The only differences between
the two versions are the underlying  investment options and the illustrations of
policy values. One version will contain 17 portfolios  (Version A) and the other
version will contain 43 portfolios (Version B). The distribution system for each
version of the Prospectus will be different. There are Co-Principal Underwriters
of the  Policy;  each  of  whom  will  distribute  a  different  version  of the
Prospectus. The Prospectus contained in this Registration Statement contains two
sets of  illustrations  - one for Version A of the  Prospectus and the other for
Version B. The Prospectuses  will be filed with the Commission  pursuant to Rule
497 under the Securities  Act of 1933. The Registrant  undertakes to update this
Explanatory  Note,  as needed,  each time a  Post-Effective  Amendment is filed.
- ------------------------------------------------------------------------------

                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

N-8B-2 Item                Caption in Prospectus
- -----------                ---------------------
1                          The Variable Insurance Policy

2                          Other Information; The Company

3                          Not Applicable

4                          Other Information

5                          The Separate Account

6(a)                       Not Applicable
 (b)                       Not Applicable

7                          Not Applicable

8                          Not Applicable

9                          Legal Proceedings

10                         Purchases

11                         Investment Options

12                         Investment Options

13                         Expenses

14                         Purchases

15                         Purchases

16                         Investment Options

17                         Access to Your Money

18                         Access to Your Money

19                         Reports to Owners

20                         Not Applicable

21                         Access to Your Money

22                         Not Applicable

23                         Not Applicable

24                         Not Applicable

25                         The Company

26                         Expenses

27                         The Company

28                         The Company

29                         The Company

30                         The Company

31                         Not Applicable

32                         Not Applicable

33                         Not Applicable

34                         Not Applicable

35                         BMA; Other Information

36                         Not Applicable

37                         Not Applicable

38                         Other Information

39                         Other Information

40                         Not Applicable

41                         Not Applicable

42                         Not Applicable

43                         Not Applicable

44                         Purchases

45                         Other Information

46                         Access to Your Money

47                         Not Applicable

48                         Not Applicable

49                         Not Applicable

50                         Not Applicable

51                         The Company; Purchases

52                         Investment Options

53                         The Separate Account

54                         Not Applicable

55                         Not Applicable

56                         Not Applicable

57                         Not Applicable

58                         Not Applicable

59                         Financial Statements




           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
                                    ISSUED BY

                           BMA VARIABLE LIFE ACCOUNT A

                                       AND

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

This  Prospectus   describes  the  Flexible  Premium  Adjustable  Variable  Life
Insurance Policy (Policy) offered by Business Men's Assurance Company of America
(BMA).

The Policy has been  designed  to be used to create or  conserve  one's  estate,
retirement planning and other insurance needs of individuals and businesses.
   
The Policy has 44 investment choices - A Fixed Account and 43 Investment Options
listed below. The 43 Investment  Options are part of Investors Mark Series Fund,
Inc.;  Berger  Institutional  Products  Trust;  Conseco Series Trust;  The Alger
American Fund; American Century Variable Portfolios,  Inc.; The Dreyfus Socially
Responsible  Growth  Fund,  Inc.;  Dreyfus  Stock Index Fund;  Dreyfus  Variable
Investment Fund; Federated Insurance Series;  INVESCO Variable Investment Funds,
Inc.; Lazard Retirement  Series,  Inc.;  Neuberger & Berman Advisers  Management
Trust;  Strong Opportunity Fund II, Inc.; Strong Variable Insurance Funds, Inc.;
and Van Eck Worldwide  Insurance Trust. When You buy a Policy, to the extent You
have selected the Investment  Options,  You bear the complete  investment  risk.
Your  Accumulation  Value and,  under certain  circumstances,  the Death Benefit
under the Policy may increase or decrease or the duration of the Policy may vary
depending on the investment  experience of the Investment  Option(s) You select.
You  can put  Your  money  in the  Fixed  Account  and/or  any of the  following
Investment Options:    

INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

         Intermediate Fixed Income
         Mid Cap Equity
         Money Market

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.

         Global Fixed Income

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

         Small Cap Equity
         Large Cap Growth

MANAGED BY DAVID L. BABSON & CO. INC.

         Large Cap Value

MANAGED BY LORD, ABBETT & CO.

         Growth & Income

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

         Balanced

BERGER INSTITUTIONAL PRODUCTS TRUST
   
MANAGED BY BERGER ASSOCIATES

         Berger IPT--100
         Berger IPT--Growth and Income
         Berger IPT--Small Company Growth    

MANAGED BY BBOI WORLDWIDE LLC

         Berger/BIAM IPT - International

CONSECO SERIES TRUST

MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.

      Asset Allocation
      Common Stock
      Corporate Bond
      Government Securities

   
THE ALGER AMERICAN FUND

MANAGED BY FRED ALGER MANAGEMENT, INC.

      Alger American Growth
      Alger American Leveraged AllCap
      Alger American MidCap Growth
      Alger American Small Capitalization

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


MANAGED BY AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

      VP Income & Growth
      VP International
      VP Value

THE DREYFUS SOCIALLY RESPONSIBLE 
GROWTH FUND, INC.

MANAGED BY THE DREYFUS CORPORATION

DREYFUS STOCK INDEX FUND

MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND

MANAGED BY THE DREYFUS CORPORATION

       Disciplined Stock
       International Value

FEDERATED INSURANCE SERIES

MANAGED BY FEDERATED ADVISERS

       Federated High Income Bond II
       Federated International Equity II
       Federated Utility II
       
INVESCO VARIABLE INVESTMENT FUNDS, INC.

MANAGED BY INVESCO FUNDS GROUP, INC.

       INVESCO VIF - High Yield
       INVESCO VIF - Industrial Income
       
LAZARD RETIREMENT SERIES, INC.

MANAGED BY LAZARD ASSET MANAGEMENT

       Lazard Retirement Equity
       Lazard Retirement Small Cap

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED

       Limited Maturity Bond
       Partners

STRONG OPPORTUNITY FUND II, INC.

MANAGED BY STRONG CAPITAL MANAGEMENT, INC.

       Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.

MANAGED BY STRONG CAPITAL MANAGEMENT, INC.

       Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST

MANAGED BY VAN ECK ASSOCIATES CORPORATION

       Worldwide Bond
       Worldwide Emerging Markets
       Worldwide Hard Assets
       Worldwide Real Estate
    

Please  read this  Prospectus  before  investing  and keep it on file for future
reference.  It contains  important  information  about the BMA Flexible  Premium
Adjustable   Variable  Life  Insurance  Policy.   The  Securities  and  Exchange
Commission maintains a Web site  (http://www.sec.gov)  that contains information
regarding registrants that file electronically with the Commission.

THE POLICY  DESCRIBED HEREIN IS NOT A DEPOSIT OF, OR GUARANTEED BY ANY BANK, NOR
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,  THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND IS SUBJECT TO INVESTMENT RISKS,  INCLUDING THE POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITY COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.

DATE:
   

                                TABLE OF CONTENTS

DEFINITIONS..........................................................5

SUMMARY  ............................................................8
         1.  THE VARIABLE LIFE INSURANCE POLICY......................8
         2.  PURCHASES...............................................8
         3.  INVESTMENT CHOICES......................................9
         4.  EXPENSES................................................9
         5.  DEATH BENEFIT..........................................10
         6.  TAXES..................................................11
         7.  ACCESS TO YOUR MONEY...................................11
         8.  OTHER INFORMATION......................................11
         9.  INQUIRIES..............................................13

PART I   ...........................................................14
         1.  THE VARIABLE LIFE INSURANCE POLICY.....................14

         2.  PURCHASES..............................................14
                  PREMIUMS .........................................14
                  WAIVER OF PLANNED PREMIUMS........................15
                  APPLICATION FOR A POLICY..........................15
                  ISSUE AGES........................................15
                  APPLICATION OF PREMIUMS...........................16
                  GRACE PERIOD......................................16
                  ACCUMULATION UNIT VALUES..........................17
                  RIGHT TO REFUND...................................18
                  EXCHANGE OF A POLICY FOR A BMA POLICY.............18

         3.  INVESTMENT CHOICES.....................................18
                  TRANSFERS.........................................19
                  DOLLAR COST AVERAGING.............................20
                  ASSET REBALANCING OPTION..........................21
                  ASSET ALLOCATION OPTION...........................21
                  SUBSTITUTION......................................22

         4.  EXPENSES...............................................22
                  PREMIUM CHARGE....................................22
                  MONTHLY DEDUCTION.................................22
                  SURRENDER CHARGE..................................24
                  PARTIAL SURRENDER FEE.............................24
                  WAIVER OF SURRENDER CHARGES.......................24
                  TRANSFER FEE......................................25
                  TAXES    .........................................25
                  INVESTMENT OPTION EXPENSES........................25

         5.  DEATH BENEFIT..........................................26
                  CHANGE IN DEATH BENEFIT OPTION....................28
                  CHANGE IN SPECIFIED AMOUNT........................29
                  GUARANTEED MINIMUM DEATH BENEFIT..................30
                  ACCELERATED DEATH BENEFIT.........................30

         6.  TAXES..................................................31
                  LIFE INSURANCE IN GENERAL.........................31
                  TAKING MONEY OUT OF YOUR POLICY...................31
                  DIVERSIFICATION...................................32

         7.  ACCESS TO YOUR MONEY...................................32
                  LOANS    .........................................32
                  SURRENDERS........................................33

         8.  OTHER INFORMATION......................................34
                  BMA      .........................................34
                  THE SEPARATE ACCOUNT..............................34
                  DISTRIBUTORS......................................35
                  ADMINISTRATION....................................35
                  SUSPENSION OF PAYMENTS OR TRANSFERS...............35
                  OWNERSHIP.........................................35

PART II  ...........................................................36
                  EXECUTIVE OFFICERS AND DIRECTORS OF BMA...........36
                  OFFICERS AND DIRECTORS OF JONES & BABSON, INC.....52
                  OFFICERS AND DIRECTORS OF CONSECO EQUITY 
                    SALES, INC......................................52
                  VOTING   .........................................37
                  LEGAL OPINIONS....................................38
                  REDUCTION OR ELIMINATION OF SURRENDER CHARGE......38
                  NET AMOUNT AT RISK................................39
                  MATURITY DATE.....................................39
                  MISSTATEMENT OF AGE OR SEX........................40
                  OUR RIGHT TO CONTEST..............................40
                  PAYMENT OPTIONS...................................40
                  FEDERAL TAX STATUS................................40
                  REPORTS TO OWNERS.................................44
                  LEGAL PROCEEDINGS.................................45
                  EXPERTS  .........................................45
                  FINANCIAL STATEMENTS..............................45
    
APPENDIX A..........................................................46



                                   DEFINITIONS

ACCUMULATION VALUE: The sum of Your Policy values in the Subaccounts,  the Fixed
Account and the Loan Account.

ACCUMULATION  UNIT: A unit of measure used to calculate Your Accumulation  Value
in the Subaccounts.

AGE: Issue Age is age nearest  birthday on the Policy Date.  Attained Age is the
Issue Age plus the number of completed Policy Years.

AUTHORIZED  REQUEST: A request,  in a form satisfactory to Us, which is received
by the BMA Service Center.

BENEFICIARY:  The person named in the  application or at a later date to receive
the Death Proceeds of the Policy or any rider(s).

BMA  SERVICE  CENTER:  The office  indicated  in the  Summary to which  notices,
requests and Premiums must be sent.  All sums payable to Us under the Policy are
payable only at the BMA Service Center.

BUSINESS  DAY:  Each day that the New York Stock  Exchange is open for business.
The Separate Account will be valued each Business Day.

CASH SURRENDER VALUE: The Accumulation  Value less the surrender charge, if any,
that applies if the Policy is surrendered in full and less any Indebtedness.

COMPANY:  Business Men's Assurance Company of America (BMA).

DEATH BENEFIT:  The amount used to determine the Death Proceeds payable upon the
death  of the  Primary  Insured.  The  Death  Benefit  can be  either  Level  or
Adjustable.

DEATH PROCEEDS:  Equal the Death Benefit as of the date of the Primary Insured's
death, less any Indebtedness.

FIXED ACCOUNT:  A portion of the General Account into which You can allocate Net
Premiums or transfer  Accumulation  Values.  It does not share in the investment
experience of any Subaccount of the Separate Account.

GENERAL ACCOUNT: Our general investment account which contains all of Our assets
with the exception of the Separate Account and other segregated asset accounts.

GRACE  PERIOD:  The 61 days  that  follow  the date We mail a notice  to You for
payment  if the Cash  Surrender  Value is not  sufficient  to cover the  Monthly
Deduction.

INDEBTEDNESS:  Unpaid Policy loans plus unpaid Policy loan interest.

INITIAL SPECIFIED AMOUNT:  The amount of coverage selected by You at the time of
application and which will be used to determine the Death Benefit.

INVESTMENT  OPTION(S):  Those investment  options available through the Separate
Account.

LOAN ACCOUNT:  An account established within Our General Account for any amounts
transferred  from the Fixed  Account  and the  Separate  Account  as a result of
loans.  The Loan  Account  is  credited  with  interest  and is not based on the
experience of any Separate Account.

MATURITY DATE: The date the Accumulation  Value, less any Indebtedness,  becomes
payable to You, if the Primary Insured is then living.

MINIMUM SPECIFIED AMOUNT:  The smallest  Specified Amount the Policy may have is
the greater of $50,000, and the Specified Amount a $300 no-lapse annual premium,
excluding amounts for riders and Special Rate Classes, will purchase.

MONTHLY  ANNIVERSARY DAY: The same day of each month as the Policy Date for each
succeeding month the Policy remains in force. If the Monthly  Anniversary  falls
on a day that is not a Business Day, any Policy  transaction  due as of that day
will be processed the first Business Day following such date.

MONTHLY  DEDUCTION:  On  the  Policy  Date  and  each  Monthly  Anniversary  Day
thereafter We deduct certain charges from Your Policy.

NET PREMIUM:  We deduct a Premium Charge from each Premium paid. The Net Premium
is the Premium paid less the Premium Charge.

OWNER:  The person  entitled to all the  ownership  rights under the Policy.  If
Joint Owners are named, all references to You or Owner shall mean Joint Owner.

POLICY  ANNIVERSARY:  The  same  month  and  day as the  Policy  Date  for  each
succeeding year the Policy remains in force.

POLICY  DATE:  The date by which  Policy  months,  years and  anniversaries  are
measured.

POLICY MONTH:  The one month period from the Policy Date to the same date of the
next month, or from one Monthly Anniversary Day to the next.

POLICY  YEAR:  The one year  period  from the  Policy  Date to the first  Policy
Anniversary or from one Policy Anniversary to the next.

PREMIUM:  A payment  You make  towards  the  Policy and that does not re-pay any
Indebtedness.

PRIMARY INSURED:  The person whose life is insured under the Policy.

RATE CLASS:  This is anything that would affect the level of Your Premium,  such
as health status and tobacco use.

REINSTATEMENT: To restore coverage after the Policy has terminated.

SEPARATE ACCOUNT: A segregated asset account maintained by Us in which a portion
of Our assets has been allocated for this and certain other policies.

SPECIFIED  AMOUNT:  The  Initial  Specified  Amount  plus each  increase  to the
Specified Amount and less each decrease to the Specified Amount.

UNDERWRITING  PROCESS:  The underwriting  process begins the day We receive Your
application  at the  Service  Center and ends the day We receive and approve all
required documents,  including the initial Premium,  necessary to put the Policy
in force.

US, WE, OUR:  Business Men's Assurance Company of America.

YOU, YOUR, YOURS:  The Owner of the Policy.



                                     SUMMARY

The Prospectus is divided into three sections:  Summary, Part I and Part II. The
sections in this  Summary  correspond  to sections in Part I of this  Prospectus
which  discuss the topics in more  detail.  Even more  detailed  information  is
contained in Part II.

1.  THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance policy offered by BMA is a contract between You, the
Owner, and BMA, an insurance company.

The Policy  provides  for the  payment of the Death  Proceeds  to Your  selected
Beneficiary  upon the death of the Primary  Insured  which should be  excludable
from the gross  income of the  Beneficiary.  The Policy can be used to create or
conserve one's estate or to save for retirement. The Policy can also be used for
certain business purposes, such as keyman insurance.  The Primary Insured is the
person whose life is insured  under the Policy.  The Primary  Insured can be the
same person as the Owner but does not have to be.

Under  the  Policy,  You may,  subject  to  certain  limitations,  make  Premium
payments,  in  any  amount  and  at  any  frequency.   The  Policy  provides  an
Accumulation  Value,  surrender  rights,  loan  privileges  and  other  features
traditionally associated with life insurance.

The Policy  has a no-lapse  guarantee  in the first  five  years  providing  the
No-Lapse Monthly Minimum  Premiums are paid.  After this period,  the Policy can
lapse (terminate without value) when the Cash Surrender Value is insufficient to
cover the Monthly Deduction and a Grace Period of 61 days has expired without an
adequate payment being made.

2.  PURCHASES

You  can buy  the  Policy  by  completing  the  proper  forms.  Your  registered
representative  can help You. The minimum initial Premium We will accept will be
computed for You with respect to the  Specified  Amount You have  requested.  We
will also compute the No-Lapse Monthly Minimum Premium. In some circumstances We
may contact You for additional information regarding the Primary Insured and may
require  the Primary  Insured to provide Us with  medical  records,  physician's
statement or a complete paramedical examination.

The  Policy is a  flexible  premium  policy  and  unlike  traditional  insurance
policies,  there is no fixed  schedule  for Premium  payments  after the initial
Premium.  Although  You may  establish a schedule of Premium  payments  (Planned
Premium),  failure to make the Planned  Premium  payments  will not  necessarily
cause the Policy to lapse nor will making the Planned  Premium  guarantee that a
Policy will  remain in force  until  maturity.  Under most  circumstances  it is
anticipated that You will need to make additional  Premium  payments,  after the
initial Premium, to keep the Policy in force.

3.  INVESTMENT CHOICES

You can put Your money in the Fixed Account or in any or all of these Investment
Options which are described in the prospectuses for the funds:

INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

         Intermediate Fixed Income
         Mid Cap Equity
         Money Market

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.

         Global Fixed Income

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

         Small Cap Equity
         Large Cap Growth

MANAGED BY DAVID L. BABSON & CO. INC.

         Large Cap Value

MANAGED BY LORD, ABBETT & CO.

         Growth & Income

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

         Balanced
   
BERGER INSTITUTIONAL PRODUCTS TRUST

MANAGED BY BERGER ASSOCIATES

         Berger IPT - 100
         Berger IPT - Growth and Income
         Berger IPT - Small Company Growth    

MANAGED BY BBOI WORLDWIDE LLC

         Berger/BIAM IPT - International

CONSECO SERIES TRUST

MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.

      Asset Allocation
      Common Stock
      Corporate Bond
      Government Securities
   
THE ALGER AMERICAN FUND

MANAGED BY FRED ALGER MANAGEMENT, INC.

      Alger American Growth
      Alger American Leveraged AllCap
      Alger American MidCap Growth
      Alger American Small Capitalization

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

MANAGED BY AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

      VP Income & Growth
      VP International
      VP Value

THE DREYFUS SOCIALLY RESPONSIBLE 
GROWTH FUND, INC.

MANAGED BY THE DREYFUS CORPORATION

DREYFUS STOCK INDEX FUND

MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND

MANAGED BY THE DREYFUS CORPORATION

       Disciplined Stock
       International Value

FEDERATED INSURANCE SERIES

MANAGED BY FEDERATED ADVISERS

       Federated High Income Bond II
       Federated International Equity II
       Federated Utility II

INVESCO VARIABLE INVESTMENT FUNDS, INC.

MANAGED BY INVESCO FUNDS GROUP, INC.

       INVESCO VIF - High Yield
       INVESCO VIF - Industrial Income

LAZARD RETIREMENT SERIES, INC.

MANAGED BY LAZARD ASSET MANAGEMENT

       Lazard Retirement Equity
       Lazard Retirement Small Cap

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED

       Limited Maturity Bond
       Partners

STRONG OPPORTUNITY FUND II, INC.

MANAGED BY STRONG CAPITAL MANAGEMENT, INC.

       Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.

MANAGED BY STRONG CAPITAL MANAGEMENT, INC.

       Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST

MANAGED BY VAN ECK ASSOCIATES CORPORATION

       Worldwide Bond
       Worldwide Emerging Markets
       Worldwide Hard Assets
       Worldwide Real Estate
    

4.  EXPENSES

The Policy  has both  insurance  and  investment  features,  and there are costs
related to each that reduce the return on Your investment.

We deduct a Premium Charge from each Premium payment made. The Premium Charge is
as follows:

Policy Years 1-10:                               5.5% of all Premiums.

Policy Years 11 and later:                       4.0% of all Premiums.

   
We deduct a Policy Charge each month from the unloaned Accumulation Value of the
Policy. The Policy Charge is as follows:

Policy Year 1:                                 $25 each month

Policy Years 2 and later:                      Currently, $5 each month.  This
                                               charge is not guaranteed and
                                               may be increased but it will not
                                               exceed $10.

We deduct a Risk Charge each month from the unloaned  Accumulation  Value of the
Policy. The Risk Charge is calculated as follows:    

Policy Years 1-10:                               Each month, .80%, on an annual
                                                 basis, of the Accumulation
                                                 Value in the Separate Account.

Policy Years 11 and later:                       Each month, .40%, on an annual
                                                 basis, of the Accumulation
                                                 Value in the Separate Account.

   
Each month We will make a deduction from the unloaned  Accumulation Value of the
Policy for the cost of  insurance.  This charge  will depend upon the  Specified
Amount,  Your Accumulation Value, and the sex, age and Rate Class of the Primary
Insured.  We may also charge for any riders attached to the Policy.  The maximum
deduction  that will be made for cost of  insurance  is 83.33333  per $1,000 net
amount at risk.  This is the rate at attained  age 98.  Therefore,  this is most
likely not the rate You will be charged.  Maximum rates vary by sex, tobacco use
and  attained  age and range from  0.08420 to 83.33333  per $1,000 net amount at
risk. See "Expenses - Monthly  Deduction - Cost of Insurance" in Part I for more
information.

There are also daily  investment  charges which apply to the average daily value
of the  Investment  Options.  These  charges are  deducted  from the  Investment
Options  and range on an annual  basis  from  .45% to  1.50%,  depending  on the
Investment Option.    
   
If You take out more than the Free Partial Surrender Percentage, We may assess a
surrender charge which depends upon Your Initial Specified  Amount,  the year of
surrender, issue Age, sex and Rate Class. The maximum surrender charge that will
be deducted is 44.56 per $1,000  specified  amount.  The maximum varies by issue
age, sex and tobacco use and ranges from 5.40 to 44.56 per $1,000. See "Expenses
- - Surrender  Charge" in Part I for more  information.  The surrender  charge for
total  surrenders is level for the first four Policy Years then grades down each
month  beginning  in the fifth Policy Year and is zero at the end of Policy Year
ten.  Your  Policy is issued with a surrender  charge  schedule  which shows the
surrender  charge at the end of the Policy Year.  The surrender  charge is level
for the first  four  Policy  Years.  Beginning  in the fifth  Policy  Year,  the
surrender charge reduces each Policy Month by linearly  interpolating  the prior
and current years' end of year surrender charges.  The interpolation is based on
the number of completed Policy Months for the current Policy Year. The charge is
not affected by Special  Rate  Classes nor by the  addition of riders.  When You
make a partial surrender,  We assess a pro-rata portion of the surrender charge.
In the event that You increase Your  Specified  Amount,  a new surrender  charge
will be imposed on the increased  amount.  The  surrender and partial  surrender
charges are deducted  from the unloaned  Accumulation  Value of the Policy.  The
partial  surrender  charge is deducted  pro-rata from the  Investment  Option(s)
and/or the Fixed Account from which the withdrawal is made.    
   
There is a partial  surrender  fee of $25 assessed for any partial  surrender in
addition to any surrender charge that may be assessed. The partial surrender fee
is deducted  from the  unloaned  Accumulation  Value of the Policy.  The partial
surrender fee is deducted  pro-rata from the Investment  Option(s)  and/or Fixed
Account from which the withdrawal is made. The Free Partial Surrender Percentage
is excluded from these charges.    
   
Each transfer after 12 in any Policy Year, unless the transfer is pre-scheduled,
will incur a transfer fee of $25.  The transfer fee is deducted  from the amount
transferred.
    

5.  DEATH BENEFIT

The amount of the Death Benefit depends on the Specified  Amount of Your Policy,
the  Death  Benefit  option  in  effect  at the time of  death  and  under  some
circumstances  Your  Policy's  Accumulation  Value.  There are two Death Benefit
options:  Level Death  Benefit  and  Adjustable  Death  Benefit.  Under  certain
circumstances  You can change  Death  Benefit  options.  You can also change the
Specified Amount under certain circumstances.

The actual amount  payable to Your  Beneficiary  is the Death  Proceeds which is
equal to the Death Benefit less any Indebtedness. At the time of application for
a Policy,  You  designate  a  Beneficiary  who is the person or persons who will
receive  the Death  Proceeds.  You can change Your  Beneficiary  unless You have
designated an irrevocable  Beneficiary.  The  Beneficiary  does not have to be a
natural person.

All or part of the Death Proceeds may be paid in a lump sum or applied under one
of the Payment Options contained in the Policy.

6.  TAXES

Your Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the Death Proceeds paid under the Policy
should be excludable from the gross income of the Beneficiary.  Your earnings in
the Policy are not taxed until You take them out. The tax  treatment of the loan
proceeds and surrender  proceeds will depend on whether the Policy is considered
a Modified Endowment Contract (MEC).  Proceeds taken out of a MEC are considered
to come from earnings  first and are  includible in taxable  income.  If You are
younger than 59 1/2 when You take money out of a MEC, You may also be subject to
a 10% federal tax penalty on the earnings withdrawn.

7.  ACCESS TO YOUR MONEY

You can terminate the Policy at any time and We will pay You the Cash  Surrender
Value.  After  the  first  Policy  Year,  You may  surrender  a part of the Cash
Surrender Value subject to the  requirements  of the Policy.  When You terminate
Your  Policy or make a  partial  surrender,  a  surrender  charge  (or a portion
thereof in the case of a partial  surrender)  may be assessed.  In the case of a
partial  surrender We assess a Partial  Surrender  Fee of $25.  Once each Policy
Year, on a non-cumulative basis, You may make a free partial surrender up to 10%
of Your unloaned Accumulation Value.

You can also borrow some of Your Accumulation Value.

8.  OTHER INFORMATION

         FREE LOOK.  You can cancel the Policy within ten days after You receive
it (or  whatever  period is  required  in Your  state)  and We will  refund  all
Premiums  paid  less  any  Indebtedness.  Upon  completion  of the  Underwriting
Process,  We will allocate the initial Net Premium to the Money Market Portfolio
for  fifteen  days (or the Free Look  period  required  in Your  state plus five
days). After that, We will invest Your Accumulation Value as You requested.

         WHO SHOULD PURCHASE THE POLICY?  The Policy is designed for individuals
and  businesses  that have a need for death  protection  but who also  desire to
potentially  increase the values in their  Policies  through  investment  in the
Investment Options. The Policy offers the following to individuals:

     o    create or conserve one's estate

     o    supplement retirement income

     o    access to funds through loans and surrenders

The Policy offers the following to businesses:

     o    protection for the business in the event a key employee dies

     o    provide debt protection for business loans

     o    create a fund for  employee  benefits,  buy outs and  future  business
          needs.

If You currently own a variable life insurance policy on the life of the Primary
Insured, You should consider whether the purchase of the Policy is appropriate.

Also, You should carefully consider whether the Policy should be used to replace
an existing Policy on the life of an Insured.

Additional Features.

     o    You can  arrange  to have a  regular  amount  of  money  automatically
          transferred from the Money Market Portfolio to the Investment  Options
          each month,  theoretically  giving You a lower  average  cost per unit
          over time than a single one time  purchase.  We call this  feature the
          Dollar Cost Averaging Option.

     o    We will  automatically  readjust Your money between Investment Options
          periodically  to keep the blend You select.  We call this  feature the
          Asset Rebalancing Option.

     o    If the  Primary  Insured  becomes  terminally  ill,  We will pay You a
          portion of the Death  Benefit.  We call this  feature the  Accelerated
          Death Benefit Rider.

     o    If You pay a certain  required  Premium,  We guarantee that the Policy
          will not lapse even if Your  Accumulation  Value is not  sufficient to
          cover the Monthly  Deductions.  We call this  feature  the  Guaranteed
          Minimum Death Benefit Rider.

     o    If the Primary  Insured becomes  totally  disabled,  We will waive the
          Monthly Deduction,  excluding the Risk Charge, or the Planned Premium.
          This is  provided  by the  Waiver of Monthly  Deductions  Rider or the
          Waiver of Planned Premium Rider.

     o    We also  offer a number  of  additional  riders  that are  common  for
          universal life policies.

These  features  and  riders may not be  available  in Your state and may not be
suitable for Your particular situation.

9.  INQUIRIES

If You need more information about buying a Policy, please contact Us at:

                  BMA
                  P.O. Box 412879
                  Kansas City, Missouri 64141-2879
                  1-888-262-8131

If You need policy owner service (such as changes in policy information, inquiry
into policy values, or to make a loan), please contact Us at our service center:

                  BMA
                  P.O. Box 66793
                  St. Louis, Missouri 63166-6793
                  1-800-423-9398

 


                                     PART I

1.  THE VARIABLE LIFE INSURANCE POLICY

The variable life  insurance  policy is a contract  between You, the Owner,  and
BMA, an insurance  company.  The Policy can be used to create or conserve  one's
estate and retirement planning for individuals.  It can also be used for certain
business purposes.

The Policy  provides for life insurance  coverage on the Primary Insured and has
Accumulation  Values,  a Death Benefit,  surrender  rights,  loan privileges and
other characteristics  associated with traditional and universal life insurance.
However,  since the Policy is a variable life insurance policy, the Accumulation
Value,  to the extent  invested  in the  Investment  Options,  will  increase or
decrease depending upon the investment  experience of those Investment  Options.
The  duration  or  amount  of the  Death  Benefit  may  also  vary  based on the
investment  performance of the underlying  Investment Options. To the extent You
allocated Premium or Accumulation  Value to the Separate  Account,  You bear the
investment  risk. If the Cash Surrender Value is insufficient to pay the Monthly
Deductions, the Policy may terminate.

Because the Policy is like traditional and universal life insurance, it provides
a Death Benefit which will be paid to Your named  Beneficiary.  When the Primary
Insured dies,  the Death Proceeds are paid to Your  Beneficiary  which should be
excludable from the gross income of the Beneficiary. The tax-free Death Proceeds
makes this an excellent  way to  accumulate  money You don't think you'll use in
Your lifetime and is a tax-efficient  way to provide for those You leave behind.
If You need access to Your money, You can borrow from the Policy or make a total
or partial surrender.

2.  PURCHASES

PREMIUMS

Premiums are the monies You give Us to buy the Policy.  The Policy is a Flexible
Premium  Policy which  allows You to make Premium  payments in any amount and at
any time,  subject of course to making  sufficient  Premium payments to keep the
Policy in force. Even though the Policy is flexible, when You apply for coverage
You can establish a schedule of Premium payments (Planned Premium).  The Planned
Premium is  selected by You.  Thus they will  differ from Policy to Policy.  You
should consult Your Registered Representative about Your Planned Premium.

We  guarantee  that the Policy will stay in force for the first five years after
issue if total Premiums paid are at least as great as:

     1.   the cumulative five year No-Lapse Monthly Minimum Premium; plus

     2.   the total of all partial surrenders made; plus

     3.   indebtedness.

We will establish a No-Lapse  Monthly  Minimum Premium at the time you apply for
coverage which is the smallest level of Planned Premium.

The Policy will remain in force if the Cash Surrender Value is greater than zero
regardless of how long it has been in force.

Additional  Premiums may be paid at any time.  However,  We reserve the right to
limit the number and amount of additional Premiums. Under some circumstances, We
may require evidence that the Primary Insured is still  insurable.  All Premiums
are payable at the BMA Service Center.

WAIVER OF PLANNED PREMIUMS

You can elect to have a Waiver of Planned  Premium  Rider added to Your  Policy.
The rider  provides for the Planned  Premium to be waived by crediting a Premium
equal to the monthly waiver benefit on each Monthly  Anniversary  Day during the
Primary  Insured's  total  disability  beginning  before age 60 and continuing 6
months or more.  Premiums  paid  during  the first 6 months  of  disability  are
refunded,  and  subsequent  Premiums  are  waived  as long as  total  disability
continues.  The monthly waiver benefit to be credited as a Premium to the Policy
while  benefits are payable  under the rider is the Planned  Premium at the time
the disability begins.

All Monthly Deductions will continue to be made.

If at the end of any Policy Month while benefits are being paid under the rider,
the Cash Surrender Value is not sufficient to cover the Monthly Deductions,  the
credit of the monthly waiver benefit will cease, and the Monthly Deductions will
be waived as long as total disability continues.

You  should  consult  the  rider  for the  terms  and  conditions.  The rider is
available as an alternative to the Waiver of Monthly Deductions.  You can select
either the Waiver of Monthly  Deduction  Rider or the Waiver of Planned  Premium
Rider but not both.

APPLICATION FOR A POLICY

In order to  purchase  a  Policy,  You must  submit  an  application  to Us that
requests  information about the proposed Primary Insured. In some cases, We will
ask for additional information.  We may request that the Primary Insured provide
Us with medical records, physician's statement or possibly require other medical
tests.

ISSUE AGES:

We currently issue to Primary  Insureds whose ages are: 20-80 for Standard rates
and 20-70 for Preferred rates.

We will review all the information We are provided about the Primary Insured and
determine whether or not the Primary Insured meets Our standards for issuing the
Policy. This process is called underwriting. If the Primary Insured meets all of
Our  underwriting  requirements,  We will  issue a  Policy.  There  are  several
underwriting classes under which the Policy may be issued.

The  underwriting  period  could  be up to 60 days or  longer  from the time the
application is signed.  If We receive the initial Premium with the  application,
Your  Registered  Representative  will give you a  conditional  receipt.  If You
receive  a  conditional  receipt,  you  will  have  conditional  coverage.   The
conditional  receipt  provides  coverage  from the later  date of receipt of the
application,  the medical exam, if required, and the money being received at the
Service Center.  It will expire 60 days from the effective date. The conditional
insurance is subject to a number of  restrictions  and is only applicable if the
proposed Primary Insured was an acceptable risk for the insurance applied for.

APPLICATION OF PREMIUMS
   
When You purchase a Policy and We receive money with Your  application,  We will
initially put Your money in Our General  Account.  Your money will remain in Our
General  Account  during  the  Underwriting  Process.  Upon  completion  of  the
Underwriting  Process,  Your money will be moved to the Money  Market  Portfolio
where it will remain for 15 days (or the period required in Your state plus five
days).  After  the 15  days,  We will  allocate  Your  money  to the  Investment
Option(s) You requested in the application. All allocation directions must be in
whole percentages.  If You pay additional Premiums, We will allocate them in the
same way as Your first Premium unless You tell Us otherwise.    

If You change Your mind about owning a Policy,  You can cancel it within 10 days
after  receiving it (or the period  required in Your state) (Free Look  Period).
(If the Owner is a resident of California and is age 60 or older,  the period is
30 days.) When You cancel the Policy within this time period, We will not assess
a  Surrender  Charge  and will  give  You back  Your  Premium  payment  less any
Indebtedness.

When Your application for the Policy is in good order, We will invest Your first
Premium in the Money Market  Portfolio  within two days after We have  completed
Our underwriting.  Subsequent  Premiums will be allocated in accordance with the
selections in Your application.
   
If as a result of Our underwriting review, We do not issue You a Policy, We will
return to You Your Premium, and interest,  if any, required by Your state. If We
do issue a Policy, on the Policy Date We will deduct the first Monthly Deduction
and credit interest. The maximum first Monthly Deduction is 5.5% of Premium.    

GRACE PERIOD

Your  Policy  will  stay in  effect  as long as Your  Cash  Surrender  Value  is
sufficient  to cover Monthly  Deductions.  If the Cash  Surrender  Value of Your
Policy is not enough to cover these deductions,  We will mail You a notice.  You
will  have 61 days  from the time the  notice  is  mailed  to You to send Us the
required  payment.  This is called the Grace  Period.  Because this Policy has a
five year  no-lapse  guarantee,  the Policy will not  terminate  if the No Lapse
Monthly Minimum Premiums are paid during this five year period.

ACCUMULATION UNIT VALUES

The value of Your Policy that is invested in the Investment Option(s) will go up
or down depending upon the  investment  performance of the Investment  Option(s)
You choose. In order to keep track of the value of Your Policy, We use a unit of
measure We call an Accumulation  Unit. (An Accumulation  Unit works like a share
of a mutual fund.)

Every  Business Day We determine the value of an  Accumulation  Unit for each of
the Investment Options. The value of an Accumulation Unit for any given Business
Day is determined  by  multiplying  a factor We call the net  investment  factor
times the value of the  Accumulation  Unit for the previous  Business Day. We do
this for each  Investment  Option.  The net  investment  factor is a number that
reflects the change (up or down) in an underlying  Investment  Option share. Our
Business  Days  are  each day  that  the New  York  Stock  Exchange  is open for
business.  Our  Business  Day closes  when the New York Stock  Exchange  closes,
usually 4:00 P.M. Eastern time.

When You make a Premium payment,  We credit Your Policy with Accumulation Units.
The number of  Accumulation  Units credited is determined by dividing the amount
of  Net  Premium  allocated  to  an  Investment  Option  by  the  value  of  the
Accumulation  Unit  for the  Investment  Option  for the  Business  Day when the
Premium payment is applied to Your Policy.

We calculate the value of an Accumulation  Unit for each Investment Option after
the New York Stock  Exchange  closes each Business Day and then apply it to Your
Policy.

When We assess the Monthly Deductions,  We do so by deducting Accumulation Units
from Your Policy.  When You have selected more than one Investment Option and/or
the Fixed  Account,  We make the  deductions  pro-rata  from all the  Investment
Options and the Fixed Account.

When You make a surrender We determine  the number of  Accumulation  Units to be
deducted by dividing the amount of the surrender  from an  Investment  Option by
the value of an  Accumulation  Unit for the  Investment  Option.  The  resulting
number of  Accumulation  Units is  deducted  from Your  Policy.  When You make a
transfer from one Investment  Option to another We treat the  transaction by its
component parts, i.e. a surrender and a purchase.

EXAMPLE:

On Monday We receive a Premium  payment from You. You have told Us You want $700
of this payment to go to the Large Cap Value Portfolio.  When the New York Stock
Exchange  closes on that Monday,  We determine that the value of an Accumulation
Unit for the Large Cap Value Portfolio is $12.70.  We then divide $700 by $12.70
and credit Your  Policy on Monday  night with 55.12  Accumulation  Units for the
Large Cap Value Portfolio.

RIGHT TO REFUND

To receive  the tax  treatment  accorded  life  insurance  under  Federal  laws,
insurance  under the Policy must  initially  qualify and  continue to qualify as
life insurance under the Internal Revenue Code. To maintain qualification to the
maximum  extent  permitted by law, We reserve the right to return  Premiums paid
which We determine  will cause any coverage  under the Policy to fail to qualify
as life  insurance  under  applicable  tax law and any changes in applicable tax
laws  or  will  cause  it  to  become  a  Modified   Endowment  Contract  (MEC).
Additionally,  We  reserve  the right to make  changes  in the Policy or to make
distributions  to the extent We  determine  necessary to continue to qualify the
Policy as life insurance and to comply with applicable laws. We will provide You
advance written notice of any change.

If  subsequent  Premiums  will cause Your Policy to become a MEC We will contact
You prior to applying the Premium.  If You elect to have the Premium applied, We
require that You acknowledge in writing that You understand the tax consequences
of a MEC before We will apply the  Premiums.  Section 6 contains a discussion of
certain tax considerations provisions including MECs.

EXCHANGE OF A POLICY FOR A BMA POLICY

Under  federal  tax law a life  insurance  policy may be  exchanged  tax-fee for
another life insurance policy.  However, a policy received in exchange for a MEC
will also be treated as a MEC.  Any  exchange  of a policy for a BMA Policy must
meet Our policy exchange rules in effect at that time.

3.  INVESTMENT CHOICES
   
The Policy  offers 44  investment  choices - A Fixed  Account and 43 Investment
Options. Additional Investment Options may be available in the future.    

YOU SHOULD READ THE  PROSPECTUSES  FOR THESE FUNDS CAREFULLY  BEFORE  INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS. CERTAIN PORTFOLIOS
CONTAINED IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR POLICY.

   
Shares of the funds are offered in  connection  with  certain  variable  annuity
contracts  and  variable  life  insurance  policies  of various  life  insurance
companies  which may or may not be affiliated with BMA.  Certain  portfolios are
also sold  directly to qualified  plans.  The funds do not believe that offering
their shares in this manner will be disadvantageous to you.    

INVESTORS MARK SERIES FUND, INC.

Investors  Mark Series Fund,  Inc. is managed by Investors  Mark  Advisors,  LLC
(Adviser),  which is an affiliate of BMA.  Investors Mark Series Fund, Inc. is a
mutual fund with multiple  portfolios.  Each  Investment  option has a different
investment objective. The Adviser has engaged sub-advisers to provide investment
advice for the individual  Investment Option.  The following  Investment Options
are available under the Policy.

STANDISH, AYER & WOOD, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:

     Intermediate Fixed Income Portfolio
     Mid Cap Equity Portfolio
     Money Market Portfolio

STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIO:

     Global Fixed Income Portfolio

STEIN ROE & FARNHAM, INCORPORATED IS THE SUB-ADVISER TO THE FOLLOWING
PORTFOLIOS:

     Small Cap Equity Portfolio
     Large Cap Growth Portfolio

DAVID L. BABSON & CO., INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:

     Large Cap Value Portfolio

LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:

     Growth & Income Portfolio

KORNITZER CAPITAL MANAGEMENT, INC. IS THE SUB-ADVISER TO THE FOLLOWING

PORTFOLIO:

     Balanced Portfolio

BERGER INSTITUTIONAL PRODUCTS TRUST
   

Berger  Institutional  Products Trust is a mutual fund with multiple portfolios.
Berger  Associates  is the  investment  adviser  to all  portfolios  except  the
Berger/BIAM  IPT--International  Fund.  BBOI Worldwide LLC is the adviser to the
Berger/BIAM  IPT--International  Fund.  BBOI  Worldwide LLC has retained Bank of
Ireland Asset  Management  (U.S.)  Limited  ("BIAM").  The following  Investment
Options are available under the Policy:

     Berger IPT--100 Fund
     Berger IPT--Growth and Income Fund
     Berger IPT--Small Company Growth Fund
     Berger/BIAM IPT--International Fund      

CONSECO SERIES TRUST

Conseco Series Trust is a mutual fund with multiple portfolios.  Conseco Capital
Management,  Inc. is the  investment  adviser to the  portfolios.  The following
Investment Options are available under the Policy:

      Asset Allocation Portfolio
      Common Stock Portfolio
      Corporate Bond Portfolio
      Government Securities Portfolio

   
THE ALGER AMERICAN FUND

The Alger  American Fund is a mutual fund with multiple  portfolios.  Fred Alger
Management,  Inc.  serves as the investment  adviser.  The following  Investment
Options are available under the Policy:

     Alger American Growth Portfolio
     Alger American Leveraged AllCap Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

American  Century  Variable  Portfolios,  Inc.  is a series of funds  managed by
American Century Investment  Management,  Inc. The following  Investment Options
are available under the Policy:

     VP Income & Growth
     VP International
     VP Value

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

The Dreyfus  Socially  Responsible  Growth Fund,  Inc. is managed by The Dreyfus
Corporation.  Dreyfus has hired NCM Capital  Management  Group, Inc. to serve as
sub-investment   adviser  and  provide  day-to-day   management  of  the  Fund's
investments.

DREYFUS STOCK INDEX FUND

The  Dreyfus  Corporation  serves as the Fund's  manager.  Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.

DREYFUS VARIABLE INVESTMENT FUND

The Dreyfus Variable Investment Fund is a mutual fund with multiple  portfolios.
The  Dreyfus  Corporation  serves  as  the  investment  adviser.  The  following
Investment Options are available under the Policy:

     Disciplined Stock Portfolio
     International Value Portfolio

FEDERATED INSURANCE SERIES

Federated Insurance Series is a mutual fund with multiple portfolios.  Federated
Advisers  is the  investment  adviser.  The  following  Investment  Options  are
available under the Policy:

     Federated High Income Bond Fund II
     Federated International Equity Fund II
     Federated Utility Fund II


INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO  Variable  Investment  Funds,  Inc.  is  a  mutual  fund  with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
Investment Options are available under the Policy:

     INVESCO VIF - High Yield Portfolio
     INVESCO VIF - Industrial Income Portfolio

LAZARD RETIREMENT SERIES, INC.

Lazard Retirement Series, Inc. is a mutual fund with multiple portfolios. Lazard
Asset  Management,  a division of Lazard  Freres & Co.  LLC,  is the  investment
manager for each portfolio. The following Investment Options are available under
the Policy:

     Lazard Retirement Equity Portfolio
     Lazard Retirement Small Cap Portfolio

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Each  portfolio of Neuberger & Berman  Advisers  Management  Trust  invests in a
corresponding series of Advisers Managers Trust. All series of Advisers Managers
Trust are managed by Neuberger & Berman Management  Incorporated.  The following
Investment Options are available under the Policy:

     Limited Maturity Bond Portfolio
     Partners Portfolio (capital growth)

STRONG OPPORTUNITY FUND II, INC.

Strong  Opportunity  Fund II, Inc. is a mutual  fund  managed by Strong  Capital
Management, Inc. The following Investment Option is available under the Policy:

     Opportunity Fund II (capital growth)

STRONG VARIABLE INSURANCE FUNDS, INC.

Strong Variable  Insurance  Funds,  Inc. is a mutual fund with multiple  series.
Strong Capital Management,  Inc. serves as the investment adviser. The following
Investment Option is available under the Policy:

     Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck  Worldwide  Insurance  Trust is a mutual fund with  multiple  portfolios
which are managed by Van Eck Associates  Corporation.  The following  Investment
Options are available under the Policy:

     Worldwide Bond Fund
     Worldwide Emerging Markets Fund
     Worldwide Hard Assets Fund
     Worldwide Real Estate Fund
    


TRANSFERS

You can transfer money among the Fixed Account and the Investment  Options.  You
can make 12 free  transfers each Policy Year. You can make a transfer to or from
the Fixed Account and to or from any Investment Option. If You make more than 12
transfers  in a year,  there  is a  transfer  fee  deducted.  The fee is $25 per
transfer. The transfer fee is deducted from the amount which is transferred. The
following apply to any transfer:

         1. The minimum  amount which You can transfer from the Fixed Account or
         any Investment Option is $250 or Your entire interest in the Investment
         Option or the Fixed  Account,  if the  remaining  balance  is less than
         $250.

         2. The maximum amount which can be  transferred  from the Fixed Account
         is limited to 25% of the Accumulation Value in the Fixed Account.  Only
         one  transfer  out of the Fixed  Account is allowed  each Policy  Year.
         These  requirements  are  waived  if  the  transfer  is  pursuant  to a
         pre-scheduled transfer.

         3. The minimum  amount  which must remain in any  Investment  Option or
         Fixed Account after a transfer is $250.

         4. A transfer  will be effective as of the end of the Business Day when
         We receive an Authorized Request at the BMA Service Center.

         5. Neither Us nor Our BMA Service Center are liable for a transfer made
         in accordance with Your instructions.

         6. We reserve the right to restrict  the number of  transfers  per year
         and to restrict transfers from being made on consecutive Business Days.

         7. Your  right to make  transfers  is  subject  to  modification  if We
         determine,  in Our sole opinion,  that the exercise of the right by one
         or more Owners is, or would be, to the  disadvantage  of other  Owners.
         Restrictions  may be  applied  in any  manner  reasonably  designed  to
         prevent any use of the transfer  right which is  considered by Us to be
         to the disadvantage of other Owners. A modification could be applied to
         transfers  to or from one or more of the  Investment  Options and could
         include but not be limited to:

          a.   a requirement of a minimum time period between each transfer;

          b.   not accepting  transfer requests of an agent acting under a power
               of attorney on behalf of more than one Owner; or

          c.   limiting the dollar amount that may be transferred by an Owner at
               any one time.

         8.  During  times of  drastic  economic  or market  conditions,  We may
         suspend the transfer  privilege  temporarily  without  notice and treat
         transfer  requests  based on their  separate  components - a redemption
         order with a  simultaneous  request for purchase of another  Investment
         Option.  In such a case, the  redemption  request would be processed at
         the source Investment Option's next determined  Accumulation Unit value
         but the purchase into the new  Investment  Option would be effective at
         the next  determined  Accumulation  Unit  value for the new  Investment
         Option only after We receive the  proceeds  from the source  Investment
         Option or We otherwise receive cash on behalf of the Investment Option.

You may elect to make  transfers by telephone.  To elect this option You must do
so in an Authorized Request. If there are Joint Owners, unless We are instructed
to the  contrary,  instructions  will be  accepted  from either one of the Joint
Owners.  We  will  use  reasonable   procedures  to  confirm  that  instructions
communicated  by telephone  are genuine.  If We do not, We may be liable for any
losses due to  unauthorized or fraudulent  instructions.  The BMA Service Center
tape records all telephone instructions.  Transfers do not change the allocation
instructions for future Premiums.

DOLLAR COST AVERAGING

The Dollar Cost  Averaging  Option allows You to  systematically  transfer a set
amount each month from the Money Market Portfolio to any of the other Investment
Option(s).  By allocating amounts on a regular schedule as opposed to allocating
the total amount at one  particular  time,  You may be less  susceptible  to the
impact of market fluctuations.

The minimum amount which can be transferred each month is $250. You must have an
unloaned  Accumulation Value of at least $5,000. The amount required to complete
Your program  must be in the source  account in order to  participate  in dollar
cost averaging.

All dollar cost  averaging  transfers  will be made on the 15th day of the month
unless that day is not a Business  Day. If it is not,  then the transfer will be
made the next Business Day. You must participate in dollar cost averaging for at
least 6 months.

If You  participate  in dollar cost  averaging,  the  transfers  made under this
option are not taken into account in determining any transfer fee.

ASSET REBALANCING OPTION

Once Your money has been allocated among the Investment Options, the performance
of the Accumulation  Value of each option may cause Your allocation to shift. If
the  unloaned  Accumulation  Value of Your  Policy is at least  $5,000,  You can
direct Us to automatically  rebalance Your Policy each quarter to return to Your
original  percentage  allocations by selecting Our asset rebalancing option. The
program  will  terminate  if You make any  transfer  outside  of the  Investment
Options You have selected under the asset rebalancing option. The minimum period
to participate  in this program is 6 months.  The transfer date will be the 15th
of the month  unless  that day is not a  Business  Day.  If it is not,  then the
transfer  will be made the next  Business  Day. The Fixed Account is not part of
asset rebalancing.

If You participate in the asset rebalancing option, the transfers made under the
program are not taken into account in determining any transfer fee.

EXAMPLE:

Assume that You want the Accumulation Value split between 2 Investment  Options.
You want 40% to be in the  Intermediate  Fixed Income Portfolio and 60% to be in
the Mid Cap Equity  Portfolio.  Over the next 2 1/2 months the bond  market does
very well  while  the  stock  market  performs  poorly.  At the end of the first
quarter,  the  Intermediate  Fixed Income  Portfolio now  represents 50% of Your
holdings  because  of its  increase  in  value.  If You had  chosen to have Your
holdings  rebalanced  quarterly,  on the first day of the next quarter, We would
sell some of Your units in the Intermediate  Fixed Income Portfolio to bring its
value  back to 40% and use the  money  to buy more  units in the Mid Cap  Equity
Portfolio to increase those holdings to 60%.

ASSET ALLOCATION OPTION

We recognize the value to certain  Owners of having  available,  on a continuous
basis,  advice for the  allocation  of Your money among the  Investment  Options
available  under the Policy.  Certain  providers of these types of services have
agreed to provide such services to Owners in accordance with Our  administrative
rules regarding such programs.

We have  made no  independent  investigation  of these  programs.  We have  only
established that these programs are compatible with Our  administrative  systems
and rules.

Even though We permit the use of approved asset allocation programs,  the Policy
was not designed for professional market timing organizations. Repeated patterns
of  frequent  transfers  are  disruptive  to the  operations  of the  Investment
Options,  and when We become aware of such disruptive  practices,  We may modify
the transfer provisions of the Policy.

If You participate in an approved asset allocation  program,  the transfers made
under the program are not taken into account in determining any transfer fee.

SUBSTITUTION

We may be required to substitute one of the Investment Options You have selected
with another  Investment Option. We would not do this without the prior approval
of the Securities and Exchange Commission. We will give You notice of Our intent
to do this.

4.  EXPENSES

There are charges and other expenses  associated with the Policy that reduce the
return on Your investment in the Policy. The charges and expenses are:

PREMIUM CHARGE

We deduct a Premium  Charge for each Premium You make.  We consider a portion of
the Premium Charge a sales load. The sales load portion is 3.5% of Premiums paid
during the first ten Policy  Years and 2.0% of  Premiums  paid  thereafter.  The
portion of the  Surrender  Charge that does not recover  issue and  underwriting
expenses  is  assessed  as a sales  load but only if the  Policy is  surrendered
during the first ten Policy Years. The Premium Charges are as follows:

Policy Years 1-10:                               5.5% of all Premiums.

Policy Years 11 and                              4.0% of all Premiums.
thereafter:

The Premium  Charge is to cover some of Our costs incurred in selling the Policy
and in  issuing  it,  such  as  commissions,  premium  tax,  DAC  tax  (Deferred
Acquisition Costs) and administrative costs.

MONTHLY DEDUCTION
   
The initial Monthly  Deduction is made on the Policy Date but does not include a
Risk Charge.  On each Monthly  Anniversary Day We make a Monthly  Deduction from
the Accumulation Value of Your Policy.  The Monthly Deduction will be taken on a
pro-rata basis from the Investment Options and the Fixed Account, exclusive of
the Loan Account. The Monthly Deduction equals:     

         a.       the Cost of Insurance for the Policy; plus

         b.       the monthly rider charges; if any; plus

         c.       the Risk Charge; plus

         d.       the monthly Policy Charge

     COST OF  INSURANCE.  This  charge  compensates  Us for  insurance  coverage
provided during  following the month.  The cost of insurance charge for a Policy
month  equals  the  appropriate  current  cost of  insurance  rate  per  $1,000,
including any special Rate Classes, times the net amount at risk. The net amount
at risk is different for the Level Death Benefit Option and the Adjustable Death
Benefit Option.  Part II contains a more detailed  description of the net amount
at risk.
   
The monthly cost of insurance  rate,  per $1,000 of net amount at risk, is based
on the Specified  Amount,  issue age, and Rate Class of the Primary  Insured and
the Policy Year. The maximum  monthly cost of insurance rate ranges from 0.08420
to 83.33333 per $1,000.  The table below shows the largest  maximum monthly cost
of  insurance  rate for all of the ages in the range.  The maximum rate for most
ages in the range will be smaller.


              Maximum Monthly Cost of Insurance Rates per $1,000

Attained                 Male                         Female
  Age           Non-Tobacco   Tobacco         Non-Tobacco    Tobacco
- -------         -----------   -------         -----------    -------
20-29            0.14010      0.19437          0.10005       0.12341
30-39            0.17850      0.30049          0.16097       0.22778
40-49            0.37912      0.73630          0.32558       0.50808
50-59            0.96089      1.79681          0.66576       0.99290
60-69            2.65338      4.29327          1.63207       2.19463
70-80            8.16248     10.74533          5.59571       6.58858
81-99           83.33333     83.33333         83.33333      83.33333

Generally,  We use a cost of insurance  rate that is less than the maximum rate.
The table below  compares the maximum cost of insurance rate to the rate that is
currently  being used during the first Policy Year. The rates below are based on
the preferred non-tobacco Rate Class and a $150,000 Specified Amount.

                  Monthly Cost of Insurance Rate Comparison 

                                     Cost of Insurance Rate
      Sex          Issue Age         Current      Maximum
      ---          ---------         -------      -------

      Male          45               0.26313      0.27708
      Female        50               0.31223      0.34983
      Male          55               0.47878      0.65401

Monthly  cost  of  insurance  rates  will  be  determined  by Us  based  on  the
expectations as to future  experience.  We may charge less than the maximum cost
of insurance  rates as shown in the Table of Cost Insurance  Rates  contained in
Your Policy. Any change in the cost of insurance rates will apply to all Primary
Insureds of the same Age, sex, Rate Class and Policy Year. The cost of insurance
rates are greater for insureds in special Rate Classes.    

         MONTHLY RIDER CHARGES.  We charge separately for any riders attached to
the Policy.  We deduct the cost of the riders for a Policy  Month as part of the
Monthly Deduction on each Monthly Anniversary Day.
   
         RISK CHARGE.  We assess a Risk Charge which is deducted as part of the
Monthly Deduction.  The Risk Charge is calculated as follows:    

Per Policy Month for Policy                      .80%, on an annual basis, of
Years 1-10:                                      the Accumulation Value in the
                                                 Separate Account.

Per Policy Month for Policy                      .40%, on an annual basis, of
Years 11 and later:                              the Accumulation Value in the

                                                 Separate Account.

The Risk Charge  compensates Us for some of the mortality  risks We assume,  and
the risk that We will experience  costs above that for which We are compensated.
It also compensates Us for some of the administrative costs in administering the
Policy. We expect to profit from the charge.

     POLICY  CHARGE.  We assess a Policy  Charge which is deducted  each Monthly
Anniversary Day. The Policy Charge is:

Per Policy Month for Policy                      $25
Year 1:

Per Policy Month for Policy                      Currently, $5.  This charge is
Years 2 and later:                               not guaranteed and may be

                                                 increased but it will not
                                                 exceed $10.

The Policy Charge  compensates  Us for some of the  administrative  costs of the
Policy and the Separate Account.

         WAIVER OF MONTHLY DEDUCTION.  You can elect to have a Waiver of Monthly
Deduction  Rider  added to Your  Policy.  This rider  provides  for all  monthly
deductions, excluding the Risk Charge, to be waived during the Primary Insured's
total  disability  beginning  before age 60 and continuing 6 months or more. Any
Monthly  Deductions,  excluding the Risk Charge,  made during the first 6 months
will  be  credited  back  to  the  Accumulation  Value  and  subsequent  monthly
deductions,  excluding the Risk Charge,  are waived as long as total  disability
continues.

You  should  consult  the  rider  for the  terms  and  conditions.  The rider is
available as an  alternative to the Waiver of Planned  Premiums.  You can select
either the Waiver of Monthly  Deduction  Rider or the Waiver of Planned  Premium
Rider but not both.  The rider is not available if the Policy is issued with the
Guaranteed Minimum Death Benefit.

SURRENDER CHARGE
   
If the Policy is  surrendered  before the 10th Policy  Anniversary  or within 10
years  following  the  effective  date of any  increase in Specified  Amount,  a
Surrender  Charge may be deducted.  The amount of the Surrender  Charge  depends
upon Your  Specified  Amount,  the year of  surrender,  issue Age,  sex and Rate
Class.  The  Surrender  Charge  specific  to Your Policy is shown on Your Policy
Schedule. The maximum Surrender Charge that will be assessed ranges from 5.40 to
44.56  per  $1,000  of  Specified  Amount.  The table  below  shows the  maximum
Surrender  Charge  per  $1,000  for all of the ages in the  range.  The  maximum
Surrender Charge for some ages in the range will be smaller.

              Maximum Initial Surrender Charges per $1,000

 Issue                   Male                         Female
  Age           Non-Tobacco   Tobacco         Non-Tobacco    Tobacco
- -------         -----------   -------         -----------    -------

20-29              8.10         9.18             7.20           8.10
30-39             12.43        14.78            10.92          12.43
40-49             19.32        23.87            16.28          18.91
50-59             29.52        35.07            23.52          28.11
60-69             41.64        44.56            32.49          38.00        
70-80             49.94        42.29            35.97          39.41

The charge is not  affected  by special  Rate  Classes  nor by the  addition  of
riders.  After the  fourth  Policy  Year,  or after  four  years  following  the
effective date of an increase, the Surrender Charge between Policy Years will be
pro-rated monthly.  When there is a partial surrender of Cash Surrender Value, a
pro-rata  portion of the  Surrender  Charge is assessed  for any amount that the
Specified Amount is reduced.  The pro-rata Surrender Charge is calculated in the
same manner as for a requested decrease.    

   
The Surrender Charge and the pro-rata  Surrender  Charge  compensates Us for the
costs  associated  with  selling  the  Policy  and for  issue  and  underwriting
expenses.     

PARTIAL SURRENDER FEE
   
When there is a partial  surrender of the Cash Surrender  Value,  in addition to
any Surrender  Charge that may be assessed,  We will charge a Partial  Surrender
Fee of $25. This charge  compensates Us for administrative  expenses  associated
with a surrender.    

WAIVER OF SURRENDER CHARGES

After the first Policy  Anniversary,  the Surrender  Charge may be waived in the
following circumstances:

     FREE PARTIAL SURRENDER  AMOUNT.  Once each Policy Year, on a non-cumulative
basis,  You  may  make  a free  partial  surrender  up to  10%  of the  unloaned
Accumulation  Value without the  imposition of the Partial  Surrender Fee or the
Surrender  Charge.  If the  Policy  is later  totally  surrendered  for its Cash
Surrender  Value,  then the  pro-rata  Surrender  Charges for each free  partial
surrender will be assessed at the time of surrender.

         CONFINEMENT.  The  Surrender  Charge  will not  apply  if:  (1) You are
confined in a long term care facility,  skilled or intermediate nursing facility
or hospital; (2) You have been so confined for at least 90 consecutive days; (3)
a  physician  certifies  that  confinement  is  required  because of sickness or
injury;  and  (4)  You  were  not so  confined  on the  Policy  Date.  Proof  of
confinement will be required in a form satisfactory to Us.

         TOTAL  DISABILITY.  The Surrender Charge will not apply if: (1) You are
totally  disabled;  (2) You have been so  disabled  for at least 90 days;  (3) a
physician  certifies  that  You are  totally  disabled;  and (4) You were not so
disabled  on the Policy  Date.  Proof of  disability  will be required in a form
satisfactory to Us.

         INVOLUNTARY  UNEMPLOYMENT.  The Surrender Charge will not apply if: (1)
You were employed on a "full time" basis (working at least 17 hours per week) on
the Policy Date; (2) Your  employment  was terminated by Your employer;  (3) You
remain  unemployed  for at least 90 days;  and (4) You certify in writing at the
time You make Your surrender request that You are still unemployed.

         DIVORCE.  The Surrender  Charge will not apply if: (1) You were married
on the Policy Date;  (2)  subsequent to the Policy Date a divorce  proceeding is
filed;  and (3) You  certify  in  writing  at the time You make  Your  surrender
request that You are now divorced.

   

We  will  not  assess  pro-rata  Surrender  Charges  for  earlier  free  partial
withdrawals if You make a total surrender due to confinement,  total disability,
involuntary unemployment or divorce.     

Not all options may be available in all states.

REDUCTION OR ELIMINATION OF THE SURRENDER CHARGE

     We may reduce or  eliminate  the amount of the  Surrender  Charge  when the
Policy is sold under circumstances which reduce its sales expense. Some examples
are: if there is a large group of individuals that will be purchasing the Policy
or a  prospective  purchaser  already  had a  relationship  with Us. We will not
deduct a  Surrender  Charge  under a Policy  issued to an  officer,  director or
employee of BMA or any of its affiliates.

TRANSFER FEE

You can make 12 free  transfers  every  Policy  Year.  If You make  more than 12
transfers  a year,  We will  deduct a  transfer  fee of $25.  If We do  assess a
transfer fee, it will be deducted from the amount transferred.

If the  transfer  is  part  of the  Dollar  Cost  Averaging  Option,  the  Asset
Rebalancing  Option or Asset Allocation Option, it will not count in determining
the transfer fee.

TAXES

We may assess a charge  against  the Policy  for any taxes  attributable  to the
Separate Account. We do not expect to incur any such taxes.

INVESTMENT OPTION EXPENSES

There are  deductions  from and  expenses  paid out of the assets of the various
Investment  Options,  which are summarized  below. See the fund prospectuses for
more information.

                           INVESTMENT OPTION EXPENSES
    (as a percentage of the average daily net assets of an Investment Option)



                                                                                                         Total Annual
                                                                                             Other              Portfolio
                                                                                            Expenses            Expenses
                                                                                            (after              (after
                                                                                          reimbursement       reimbursement
                                                              Management     12b-1        for certain         for certain
                                                                 Fees        Fees         portfolios)         portfolios)
                                                                ------       ----         --------------      --------------
INVESTORS MARK SERIES FUND, INC.(1)
                                                                                                     
     Intermediate Fixed Income Portfolio                          .60%        --              .20%                .80%
     Mid Cap Equity Portfolio                                     .80%        --              .10%                .90%
     Money Market Portfolio                                       .40%        --              .10%                .50%
     Global Fixed Income Portfolio                                .75%        --              .25%               1.00%
     Small Cap Equity Portfolio                                   .95%        --              .10%               1.05%
     Large Cap Growth Portfolio                                   .80%        --              .10%                .90%
     Large Cap Value Portfolio                                    .80%        --              .10%                .90%
     Growth & Income Portfolio                                    .80%        --              .10%                .90%
     Balanced Portfolio                                           .80%        --              .10%                .90%

BERGER INSTITUTIONAL PRODUCTS TRUST (2)

     Berger IPT--100 Fund                                         .00%        --             1.00%               1.00%
     Berger IPT--Growth and Income Fund                           .00%        --             1.00%               1.00%
     Berger IPT--Small Company Growth Fund                        .00%        --             1.15%               1.15%
     Berger/BIAM IPT - International Fund                         .00%        --             1.20%               1.20%

CONSECO SERIES TRUST (3)

    Asset Allocation Portfolio(4)                                0.55%        --             0.20%               0.75%
    Common Stock Portfolio(4)                                    0.60%        --             0.20%               0.80%
    Corporate Bond Portfolio                                     0.50%        --             0.20%               0.70%
    Government Securities Portfolio                              0.50%        --             0.20%               0.70%

THE ALGER AMERICAN FUND

    Alger American Growth Portfolio                              0.75%        --             0.04%               0.79%
    Alger American Leveraged AllCap Portfolio (5)                0.85%        --             0.15%               1.00%
    Alger American MidCap Growth Portfolio                       0.80%        --             0.04%               0.84%
    Alger American Small Capitalization Portfolio                0.85%        --             0.04%               0.89%

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

    VP International                                             1.50%        --              0.0%               1.50%
    VP Value                                                     1.00%        --              0.0%               1.00%
    VP Income & Growth                                           0.70%        --              0.0%               0.70%

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.               0.75%        --             0.07%               0.82%

DREYFUS STOCK INDEX FUND                                         0.25%        --             0.03%               0.28%

DREYFUS VARIABLE INVESTMENT FUND

     Disciplined Stock Portfolio                                 0.75%        --             0.27%               1.02%
     International Value Portfolio                               1.00%        --             0.42%               1.42%

FEDERATED INSURANCE SERIES

     Federated High Income Bond Fund II (6)                      0.51%        --             0.29%               0.80%
     Federated International Equity Fund II (6)                  0.02%        --             1.21%               1.23%
     Federated Utility Fund II (6)                               0.48%        --             0.37%               0.85%

INVESCO VARIABLE INVESTMENT FUNDS, INC.

     INVESCO VIF - High Yield Portfolio (7)                      0.60%        --             0.27%               0.87%
     INVESCO VIF - Industrial Income Portfolio (7)               0.75%        --             0.20%               0.95%

LAZARD RETIREMENT SERIES, INC.

     Lazard Retirement Equity Portfolio (8)                      0.75%       0.25%           0.50%               1.50%
     Lazard Retirement Small Cap Portfolio (8)                   0.75%       0.25%           0.50%               1.50%

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST(9)

     Limited Maturity Bond Portfolio                             0.65%        --             0.12%               0.77%
     Partners Portfolio                                          0.80%        --             0.06%               0.86%

STRONG OPPORTUNITY FUND II, INC.

     Opportunity Fund II                                         1.00%        --             0.15%               1.15%

STRONG VARIABLE INSURANCE FUNDS, INC.

     Growth Fund II (10)                                         1.00%        --             0.20%               1.20%

VAN ECK WORLDWIDE INSURANCE TRUST (11)

     Worldwide Bond Fund                                         1.00%        --             0.12%               1.12%
     Worldwide Emerging Markets Fund                             1.00%        --             (.20)%              0.80%
     Worldwide Hard Assets Fund                                  1.00%        --             0.17%               1.17%
     Worldwide Real Estate Fund                                  0.00%        --             1.00%               1.00%
     



     1.  Investors  Mark  Advisors,  LLC has  voluntarily  agreed  to  reimburse
expenses of each  Portfolio  of Investors  Mark Series Fund,  Inc. for the first
year of  operations  so that the annual  expenses  do not exceed the amounts set
forth above under "Total Annual Portfolio  Expenses" for each Portfolio.  Absent
such expense reimbursement, the Total Annual Portfolio Expenses are estimated to
be:  1.15% for the Money  Market  Portfolio;  2.04% for the  Intermediate  Fixed
Income Portfolio; 2.04% for the Global Fixed Income Portfolio; 1.10% for the Mid
Cap Growth  Portfolio;  1.10% for the Balanced  and Growth & Income  Portfolios;
1.25% for the Small Cap Equity Portfolio; and 1.02% for the Large Cap Growth and
Large Cap Value Portfolios.

     2. The Funds'  investment  advisers have voluntarily  agreed to waive their
advisory fee and have voluntarily  reimbursed the Funds for additional  expenses
to the extent that normal operating  expenses in any fiscal year,  including the
investment advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary  expenses,  of each of the  Berger  IPT--100  Fund and the  Berger
IPT--Growth and Income Fund exceed 1.00%, and the normal  operating  expenses in
any fiscal year of the Berger  IPT--Small  Company Growth Fund exceed 1.15%, and
the normal operating expenses of the Berger/BIAM IPT - International Fund exceed
1.20% of the respective  Fund's  average daily net assets.  Absent the voluntary
waiver and  reimbursement,  the  Management  Fee for the Berger  IPT--100  Fund,
Berger  IPT--Growth and income Fund, the Berger  IPT--Small  Company Growth Fund
and the Berger/BIAM IPT - International  Fund would have been .75%,  .75%, .90%,
and .90% respectively, and their Total Annual Portfolio Expenses would have been
9.18%, 9.62%, 5.81% and 3.83%, respectively.

     3. Conseco  Capital  Management,  Inc., the  investment  adviser of Conseco
Series  Trust,  has  voluntarily  agreed to reimburse  all  expenses,  including
management fees, in excess of the following percentage of the average annual net
assets of each listed Portfolio,  as long as such reimbursement would not result
in a Portfolio's  inability to qualify as a regulated  investment  company under
the Code: 0.75% for the Asset Allocation  Portfolio;  0.80% for the Common Stock
Portfolio;  0.70% for the Corporate  Bond  Portfolio and  Government  Securities
Portfolio.  The total percentages in the above table is after reimbursement.  In
the absence of expense reimbursement,  the total fees and expenses in 1997 would
have totaled:  0.84% for the Asset  Allocation  Portfolio;  0.80% for the Common
Stock  Portfolio;  0.77% for the  Corporate  Bond  Portfolio;  and 0.92% for the
Government Securities Portfolio.

     4. Conseco Capital Management, Inc., since January 1, 1993, has voluntarily
waived its management fees in excess of the annual rates set forth above. Absent
such fee waivers,  the management  fees would be: .65% for the Asset  Allocation
Portfolio; and .65% for the Common Stock Portfolio.

     5. The Alger American Leveraged AllCap Portfolio's "Other Expenses" include
 .04% of interest expense.

     6. In the absence of a voluntary waiver by Federated  Advisers,  the Funds'
investment adviser, the Management Fee and Total Annual Portfolio Expenses would
have been 0.60% and 0.89%, respectively,  for High Income Bond Fund II and 0.75%
and 1.12%,  respectively,  for Utility Fund II. Absent a voluntary waiver of the
management  fee and the  voluntary  reimbursement  of  certain  other  operating
expenses by Federated  Advisers,  the Management Fee and Total Annual  Portfolio
Expenses  for  International  Equity  Fund II would  have been  1.00% and 2.21%,
respectively.

     7.  Certain  expenses  are being  absorbed  voluntarily  by the  investment
adviser and sub-adviser. Total expenses (after expenses were absorbed but before
any expense offset  arrangement)  of the INVESCO VIF - High Yield  Portfolio and
INVESCO VIF - Industrial  Income  Portfolio for the year ended December 31, 1997
amounted  to 0.83% and 0.91%,  respectively,  of each  Portfolio's  average  net
assets. In the absence of such voluntary expense limitation, the total operating
expenses of the INVESCO VIF - High Yield  Portfolio and INVESCO VIF - Industrial
Income  Portfolio for the fiscal period ended  December 31, 1997 would have been
0.94% and 0.97%, respectively, of each Portfolio's average net assets.

     It should be noted that the Portfolio's actual expenses were lower than the
figures shown because the Portfolio's  custodian fees and pricing  expenses were
reduced  under  expense  offset  arrangements.  However,  as a result  of an SEC
requirement  for mutual funds to state their total  operating  expenses  without
crediting any such expense offsetting  arrangements,  the figures shown above do
not reflect these reductions.

     8. Lazard Asset Management,  the Fund's investment adviser, has voluntarily
agreed to reimburse all expenses,  including management fees, in excess of 1.50%
of the average annual net assets of the Portfolio.

     9. Neuberger & Berman Advisers  Management Trust is divided into portfolios
(Portfolios),  each of  which  invests  all of its net  investable  assets  in a
corresponding  series of Advisers  Managers  Trust.  The figures  reported under
"Management  Fees"  include  the  total of the  administration  fees paid by the
Portfolio and the management fees paid by its corresponding  series.  Similarly,
"Other  Expenses"   includes  all  other  expenses  of  the  Portfolio  and  its
corresponding series.

     10. Strong Capital  Management,  Inc., the investment adviser of the Strong
Growth  Fund II,  has  voluntarily  agreed  to cap the  Fund's  total  operating
expenses  at 1.20%.  The  Adviser  has no current  intention  to, but may in the
future,  discontinue  or modify any waiver of fees or  absorption of expenses at
its discretion with appropriate notification to its shareholders.

     11. All figures are annualized. Expenses of the Worldwide Real Estate Fund,
which  commenced  operation  in June  1997,  are  being  assumed  by the  Fund's
investment  adviser.  Without  such  assumption,  Worldwide  Real Estate  Fund's
Management Fee would be 1.00%,  Other Expenses would be 3.88% and Total Expenses
would be 4.88%.  Other  Expenses of  Worldwide  Real Estate Fund are an estimate
which  assumes  $80 million in average  daily net assets,  and may be greater or
less than those shown.  Prior to April 30, 1997,  Worldwide Hard Assets Fund was
named Gold and Natural  Resources  Fund.  Other  Expenses of the Worldwide  Hard
Assets Fund are net of soft dollar credits. Without such credits, Other Expenses
would have been 0.18% and Total Annual Portfolio Expenses would have been 1.18%.
Other  Expenses of Worldwide  Emerging  Markets Fund are net of the reduction of
the Fund's  operating fees in connection with a fee  arrangement,  based on cash
balances left on deposit with the custodian, and net of the waiver or assumption
by the Fund's investment adviser of certain fees and expenses.  Without such fee
arrangement and, to a lesser extent, the waiver/assumption, Other Expenses would
have been 0.34% and Total Expenses would have been 1.34%. The Fund's  investment
adviser is no longer waiving or assuming fees and expenses.
    

5.  DEATH BENEFIT

The primary purpose of the Policy is to provide Death Benefit  protection on the
life of the  Primary  Insured.  While the  Policy is in  force,  if the  Primary
Insured dies, the  Beneficiary(ies)  will receive the Death Proceeds.  The Death
Proceeds equal the Death Benefit under the Policy less any Indebtedness.

The  amount of the Death  Benefit  depends  upon the  Specified  Amount and Your
Policy's  Accumulation Value on the date of the Primary Insured's death, and the
Death Benefit Option in effect at the time of death.

The Policy  provides two Death  Benefit  options:  a Level Death  Benefit and an
Adjustable  Death  Benefit.  So long as the Policy  remains in force,  the Death
Benefit under either option will never be less than the Specified Amount.

     LEVEL DEATH BENEFIT OPTION. The amount of the Death Benefit under the Level
Death Benefit Option is the greater of:

         1.       the Specified Amount on the date of death; or

         2.       the Accumulation  Value on the date of death multiplied by the
                  applicable  factor  from the Table of  Minimum  Death  Benefit
                  Corridor Percentages shown below.

     ADJUSTABLE DEATH BENEFIT OPTION.  The amount of the Death Benefit under the
Adjustable Death Benefit Option is the greater of:

     1.   the Specified Amount on the date of death plus the Accumulation  Value
          on the date of death; or

     2.   the  Accumulation  Value  on  the  date  of  death  multiplied  by the
          applicable  factor from the Table of Minimum  Death  Benefit  Corridor
          Percentages shown below.

The applicable  percentage is a percentage  that is based on the attained Age of
the  Primary  Insured at the  beginning  of the Policy  Year and is equal to the
following:

    Attained          Corridor          Attained          Corridor
      Age            Percentage           Age            Percentage
      ---            ----------           ---            ----------
      0-40              250%               60               130%
       41               243%               61               128%
       42               236%               62               126%
       43               229%               63               124%
       44               222%               64               122%
       45               215%               65               120%
       46               209%               66               119%
       47               203%               67               118%
       48               197%               68               117%
       49               191%               69               116%
       50               185%               70               115%
       51               178%               71               113%
       52               171%               72               111%
       53               164%               73               109%
       54               157%               74               107%
       55               150%             75-90              105%
       56               146%               91               104%
       57               142%               92               103%
       58               138%               93               102%
       59               134%               94               101%
                                         95-100             100%

CHANGE IN DEATH BENEFIT OPTION

You may change the Death  Benefit  option after the Policy has been in force for
at least one year, subject to the following:

          1.   You must submit an Authorized Request;

          2.   once the Death  Benefit  option  has been  changed,  it cannot be
               changed again for one year from the date of the change;

          3.   if  the  Level  Death  Benefit  Option  is to be  changed  to the
               Adjustable   Death   Benefit   Option,   You  must  submit  proof
               satisfactory to Us that the Primary Insured is still insurable;

          4.   if the Level Death  Benefit  Option is changed to the  Adjustable
               Death Benefit Option the resulting  Specified Amount can never be
               less than 50% of the  Minimum  Specified  Amount.  The  Specified
               Amount  will be reduced to equal the  Specified  Amount  less the
               Accumulation Value on the date of change.  This decrease will not
               result in any decrease in Premiums or Surrender Charges; and

          5.   if the  Adjustable  Death Benefit  Option is changed to the Level
               Death Benefit Option,  the Specified  Amount will be increased by
               an  amount  equal  to the  Accumulation  Value on the date of the
               change. This increase will not result in any increase in Premiums
               or Surrender Charges.

Any change in a Death Benefit option will take effect on the Monthly Anniversary
Date on or following the date We approve the request for the change.

CHANGE IN SPECIFIED AMOUNT

You may  change the  Specified  Amount of the Policy  effective  on any  Monthly
Anniversary Day after the Policy has been in force at least one year, subject to
the  following  requirements.  Once the Specified  Amount has been  changed,  it
cannot be changed again for one year from the date of a change.

         SPECIFIED AMOUNT INCREASE. To increase the Specified Amount You must:

         1.       submit an application for the increase;

         2.       submit proof satisfactory to Us that the Primary Insured is an
                  insurable risk; and

         3.       pay any additional Premium which is required.

The Specified  Amount can only be increased  before the Primary  Insured reaches
Age 80. A Specified Amount increase will take effect on the Monthly  Anniversary
Day on or following the day We approve the  application  for the  increase.  The
Specified Amount increase must be for at least $10,000.  Each increase will have
its own Surrender  Charge based on the increased  issue Age, sex and Rate Class.
The Rate Class that applies to any  Specified  Amount  increase may be different
from the Rate Class that applies to the Initial Specified Amount.  Each increase
will have its own Cost of Insurance rate.

The following changes will be made to reflect the increase:

         1.       the No-Lapse Monthly Minimum Premium will be increased;

         2.       an additional  Surrender  Charge for the increase in Specified
                  Amount will apply.

We will furnish You with documentation  showing You any change in Rate Class for
the Specified  Amount  increase,  the amount of the increase and the  additional
Surrender Charges.

         SPECIFIED AMOUNT DECREASE. You must request by Authorized Request any
decrease in the Specified Amount.  The decrease will take effect on the later
of:

         1.       the Monthly Anniversary Day on or following the day We receive
                  Your request for the decrease; or

         2.       the Monthly Anniversary Day one year after the last change in
                  Specified Amount was made.

A Specified Amount decrease will be used to reduce any previous increases to the
Specified  Amount which are then in effect starting with the latest increase and
continuing in the reverse order in which the increases were made. If any portion
of the  decrease is left over after all  Specified  Amount  increases  have been
reduced to zero, it will be used to reduce the Initial Specified Amount. We will
not permit a Specified  Amount  decrease that would reduce the Specified  Amount
below the Minimum  Specified  Amount.  The applicable  Surrender  Charge for the
amount of decrease will be deducted from the Accumulation Value.

The No-Lapse  Monthly  Minimum  Premium will be reduced to reflect the Specified
Amount decrease.

GUARANTEED MINIMUM DEATH BENEFIT

You can elect to have a Guaranteed  Minimum  Death  Benefit  Rider added to Your
Policy.  This rider  guarantees  that the Death  Benefit  under Your Policy will
never be less than the  Specified  Amount  during the  Guaranteed  Minimum Death
Benefit (GMDB) period provided that the GMDB payment requirement has been met.

The  GMDB  Period  is  determined  for each  issue  Age in  accordance  with the
following:

          Issue Age                   GMDB Period
          ---------                   -----------
            20-35                       25 years

            36-50                      to age 60

            51-55                       10 years
            56-59                      to age 65

There  is no  separate  charge  for  this  rider  but in  order to have the GMDB
provided by the rider You must pay a certain  level of Premiums each month which
is  greater  than  the  No-Lapse  Monthly  Minimum  Premium.  The  GMDB  payment
requirement is that the sum of all premiums paid less any partial surrenders and
less any  Indebtedness  are at  least  as  large as the sum of the GMDB  monthly
Premiums since the Policy Date. The payment  requirement for the GMDB rider must
be met on each Monthly  Anniversary  Day even though  Premiums do not need to be
paid monthly.  The GMDB Monthly  Premium is determined by the Primary  Insured's
issue Age, sex and Rate Class and includes all rider costs.  Ask Your Registered
Representative for the particulars to Your own situation.

ACCELERATED DEATH BENEFIT

If the Primary Insured is terminally  ill, under the  Accelerated  Death Benefit
rider, We will pre-pay a portion of the Death Benefit.  You may elect to have an
Accelerated Death Benefit. You can only elect this benefit one time,  regardless
if the amount You selected. No premium is charged for this rider.

You can  choose an  amount  between  10% and 50% of the  Specified  Amount.  The
maximum  benefit  amount is the  greater of  $250,000  and 10% of the  Specified
Amount.  The remaining  amount of the Specified Amount in Your Policy must be at
least equal to 50% of the Minimum Specified Amount.

Benefits  as  specified  under the  Policy  will be reduced  upon  receipt of an
Accelerated Death Benefit amount. Receipt of an Accelerated Death Benefit amount
may be taxable.  You should  contact Your personal tax or financial  adviser for
specific information.

After an  Accelerated  Death Benefit  payment is made, the Policy will remain in
force and reduced  Premiums  will be payable.  The  Policy's  Specified  Amount,
Accumulation Value and Surrender Charge will be reduced by the percentage of the
requested  portion  of the  available  amount as  specified  in the  rider.  Any
outstanding  Loan will be reduced  by the  portion of the Loan and repaid by the
same percentage as the Accelerated Death Benefit  percentage as described in the
rider.

The receipt of an  Accelerated  Death Benefit  amount may  adversely  affect the
recipient's   eligibility   for  Medicaid  or  other   government   benefits  or
entitlements.

The amount available will be reduced by, an interest charge and any repayment of
Indebtedness.  The interest  charge is based on the same  interest  charge as is
used to determine loans.

6.  TAXES

NOTE:  BMA HAS PREPARED THE FOLLOWING  INFORMATION  ON FEDERAL INCOME TAXES AS A
GENERAL  DISCUSSION  OF THE  SUBJECT.  IT IS NOT  INTENDED  AS TAX ADVICE TO ANY
PERSON.  YOU SHOULD  CONSULT YOUR OWN TAX ADVISER ABOUT YOUR OWN  CIRCUMSTANCES.
BMA HAS INCLUDED IN PART II AN ADDITIONAL DISCUSSION REGARDING TAXES.

LIFE INSURANCE IN GENERAL

Life  insurance,  such as  this  Policy,  is a  means  of  providing  for  death
protection  and setting aside money for future needs.  Congress  recognized  the
importance of such planning and provided  special rules in the Internal  Revenue
Code (Code) for life insurance.

Simply stated, these rules provide that You will not be taxed on the earnings on
the  money  held in Your life  insurance  policy  until You take the money  out.
Beneficiaries  generally are not taxed when they receive the Death Proceeds upon
the death of the Primary Insured.

TAKING MONEY OUT OF YOUR POLICY

You, as the Owner,  will not be taxed on  increases  in the value of Your Policy
until a  distribution  occurs either as a surrender or as a loan. If Your Policy
is a MEC any loans or  withdrawals  from the  Policy  will be  treated  as first
coming from earnings and then from Your investment in the Policy.  Consequently,
these earnings are included in taxable income.

The Internal  Revenue Code also  provides  that any amount  received  from a MEC
which is included in income may be subject to a 10%  penalty.  The penalty  will
not apply if the income  received is: (1) paid on or after the taxpayer  reaches
age 59 1/2; (2) paid if the taxpayer  becomes totally  disabled (as that term is
defined in the Code);  or (3) in a series of  substantially  equal payments made
annually (or more frequently) for the life or life expectancy of the taxpayer.

If Your Policy is not a MEC, any  surrender  proceeds will be treated as first a
recovery of the investment in the Policy and to that extent will not be included
in taxable income.  Furthermore  any loan will be treated as indebtedness  under
the Policy and not as a taxable  distribution.  See "Tax  Status" in Part II for
more details.

DIVERSIFICATION

The Code provides  that the  underlying  investments  for a variable life policy
must satisfy  certain  diversification  requirements in order to be treated as a
life  insurance  contract.  We believe  that the  Investment  Options  are being
managed so as to comply with such requirements.

Under current federal tax law, it is unclear as to the circumstances under which
You,  because  of the  degree  of  control  You  exercise  over  the  underlying
investments,  and not Us would be  considered  the  Owner of the  shares  of the
Investment Options. If You are considered the Owner of the investments,  it will
result in the loss of the favorable tax treatment for the Policy.  It is unknown
to what  extent  owners are  permitted  to select  Investment  Options,  to make
transfers  among the  Investment  Options or the  number and type of  Investment
Options Owners may select from. If guidance from the Internal Revenue Service is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that You, as the
Owner of the Policy, could be treated as the Owner of the investment portfolios.
Due to the uncertainty in this area, BMA reserves the right to modify the Policy
in an attempt to maintain favorable tax treatment.

7.  ACCESS TO YOUR MONEY

LOANS

We will loan You money  while the Policy is in force and not in a Grace  Period,
with the  Policy as the sole  security.  We will  advance a loan  amount  not to
exceed the loan  value.  The loan must be secured  by proper  assignment  of the
Policy. We may defer granting loans but not for more than six months.

The Accumulation Value securing the loan is transferred to the Loan Account on a
pro-rata basis. The amount transferred from each Investment Option and the Fixed
Account  will  equal  the ratio of the value  each  bears to the total  unloaned
Accumulation  Value.  If You desire  other than the above,  You may  specify the
specific Investment Option from which the transfer is to be made.

Any Indebtedness will be deducted from any amount payable under the Policy.

No new loan may be taken which,  in combination  with existing loans and accrued
interest, is greater than the Loan Value.

     EFFECT OF A LOAN.  A Policy  loan will result in  Accumulation  Value being
transferred  from  the  Investment  Options  or the  Fixed  Account  to the Loan
Account. A Policy Loan,  whether or not unpaid,  will have a permanent effect on
the death  benefits  and Policy  values,  because  the amount of the Policy Loan
transferred to the Loan Account will not share in the investment  results of the
Investment  Options  while the Policy Loan is  outstanding.  If the Loan Account
earnings rate is less than the investment performance of the selected Investment
Options and/or the Fixed Account,  the values and benefits under the Policy will
be reduced as a result of the  Policy  Loan.  Furthermore,  if not  repaid,  the
Policy Loan will reduce the amount of Death Benefit and Cash Surrender Value.

     LOAN VALUE. The loan value is equal to 90% of the Accumulation  Value as of
the date the  Authorized  Request  for the loan is  received  at the BMA Service
Center less: (a) an amount equal to the Surrender  Charge,  if any, that applies
if the  Policy  is  surrendered  in full;  (b) any  existing  Indebtedness;  (c)
interest on all Indebtedness on the Policy to the next Policy  Anniversary;  and
(d) prior to the ninth  Policy  Month,  an amount  equal to the  balance  of the
Monthly  Deductions  for the  first  Policy  Year;  or (e) on or after the ninth
Policy Month, an amount equal to the sum of the next three Monthly Deductions.

         LOAN  INTEREST  (CHARGED).  Interest is payable in advance on the first
interest  payment due date and on each Policy  Anniversary  that  follows at the
loan  interest  rate which is shown on Your Policy  Schedule.  The interest rate
applies to the unpaid balance of the loan. The first interest  payment is due on
the date of the loan.

If loan  interest  is not paid,  the  difference  between  the value of the Loan
Account and the Indebtedness will be transferred from the Investment Options and
the Fixed Account on a pro-rata basis to the Loan Account.

         INTEREST CREDITED. The Accumulation Value in the Loan Account will earn
interest  at a rate not less  than  4%.  For  Policy  Years  11 and  after,  the
Accumulation  Value in the Loan Account will earn  interest at the Loan Interest
Rate.

         LOAN REPAYMENT.  Loans may be repaid at any time while the Policy is in
force.  There is no minimum loan repayment  amount.  The amount  equivalent to a
loan  repayment  will be deducted  from the Loan  Account and  allocated  to the
originating  Investment  Options and the Fixed Account in the same percentage as
was used for the transfers to the Loan Account.

AMOUNTS  RECEIVED  BY US WILL BE APPLIED  AS  PREMIUMS  UNLESS WE ARE  OTHERWISE
INSTRUCTED TO APPLY SUCH AMOUNTS AS REPAYMENT OF THE LOAN.

         TERMINATION  FOR MAXIMUM  INDEBTEDNESS.  The Policy will terminate when
Indebtedness equals or exceeds the Accumulation Value less the Surrender Charge,
if any, that applies if the Policy is surrendered in full.  Termination  will be
effective  61 days after We send  notice of the  termination  to Your last known
address and the last known address of any assignee of record.  A termination of
the Policy may have Federal income tax consequences.  (See Part II - Federal Tax
Status - Tax Treatment of Loans and Surrenders).

SURRENDERS

         TOTAL SURRENDER. You may terminate the Policy at any time by submitting
an Authorized  Request to the BMA Service Center. We will pay the Cash Surrender
Value to You as of the Business Day the  Authorized  Request is received in good
order and Our liability  under the Policy will cease. A Surrender  Charge may be
assessed.

         PARTIAL  SURRENDER.  After the first Policy Year,  You may  surrender a
part of the Cash Surrender Value by submitting an Authorized  Request to the BMA
Service Center. All partial surrenders are subject to the following:

          1.   a partial surrender must be for at least $250.

          2.   unless You  specify  otherwise,  the  partial  surrender  will be
               deducted  on a  pro-rata  basis  from the Fixed  Account  and the
               Investment   Options;   the  Surrender  Charge  and  the  Partial
               Surrender Charge are also deducted from the  Accumulation  Value;
               You may specify if a different  allocation  method is to be used;
               however  the  proportion  to be taken from the Fixed  Account may
               never be greater than the Fixed Account's proportion of the total
               unloaned Accumulation Value.

          3.   You cannot replace the surrendered Cash Surrender Value.

          4.   upon a partial surrender,  the Specified Amount may be reduced if
               the Level Death Benefit Option is in effect. The Specified Amount
               will not be reduced if the Adjustable  Death Benefit Option is in
               effect. The Specified Amount will be reduced by the amount of the
               partial surrender if the Policy is not in corridor.  (A Policy is
               in corridor if the Accumulation  Value exceeds certain  specified
               percentages as set forth in the Internal Revenue Code.)

          5.   a partial surrender is allowed twice each Policy Year and will be
               limited to such  amounts so that the partial  surrender  will not
               reduce the Specified Amount below the Minimum  Specified  Amount,
               or reduce the remaining Cash Surrender Value below $500.

          6.   a pro-rata  portion of the  Surrender  Charge is assessed for any
               amount  by which  the  Specified  Amount  is  reduced.  A Partial
               Surrender Fee also applies.

8.  OTHER INFORMATION

BMA

Business Men's Assurance Company of America ("BMA" or the "Company"), BMA Tower,
700 Karnes Blvd.,  Kansas City,  Missouri,  64108 was incorporated in 1909 under
the  laws of the  state of  Missouri.  BMA is  licensed  to do  business  in the
District of Columbia,  Puerto Rico and all states except New York.  BMA operates
as a Reinsurer  in the state of New York.  BMA is a wholly owned  subsidiary  of
Assicurazioni  Generali S.p.A.,  which is the largest insurance  organization in
Italy.

   
YEAR 2000

Some of BMA's computer systems were written using two digits rather than four to
define  the  applicable  year.  As a result,  those  computer  systems  will not
recognize the year 2000 which,  if not  corrected,  could cause  disruptions  of
operations,  including, among other things, an inability to process transactions
or engage in similar normal business activities.

BMA has  developed a plan to modify its  information  technology to be ready for
the year 2000 and has begun  converting  critical data processing  systems.  BMA
currently expects the project to be substantially complete by late 1998 which is
prior to any anticipated  impact on its operating  systems.  Based on this plan,
BMA does not believe  that the costs to complete  such system  modifications  or
replacement will be material to BMA.     

THE SEPARATE ACCOUNT

We have  established a separate  account,  BMA Variable Life Account A (Separate
Account), to hold the assets that underlie the Policies.

The assets of the  Separate  Account are being held in Our name on behalf of the
Separate  Account and legally belong to Us. However,  those assets that underlie
the  Policies,  are not  chargeable  with  liabilities  arising out of any other
business  We may  conduct.  All the  income,  gains  and  losses  (realized  and
unrealized)  resulting from those assets are credited to or charged  against the
Policies and not against any other Policies We may issue.


   
DISTRIBUTORS

Jones & Babson,  Inc.,  700 Karnes  Boulevard,  Kansas City,  Missouri 64108 and
Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street,  Carmel, Indiana 46032
act as the  co-distributors  of the Policies.  Jones & Babson,  Inc. and Conseco
Equity Sales,  Inc. will each distribute the Policy in different markets through
their own  distribution  systems.  Jones & Babson,  Inc. was organized under the
laws of the state of Missouri on February 23, 1959.  Conseco Equity Sales,  Inc.
was  organized  under the laws of the state of Texas on July 12,  1965.  Jones &
Babson,  Inc., and Conseco  Equity Sales,  Inc. are both members of the National
Association of Securities  Dealers,  Inc. Jones & Babson, Inc. is a wholly owned
subsidiary of BMA. Conseco Equity Sales, Inc. is not affiliated with BMA.    

The Policy will be sold by  individuals  who,  in addition to being  licensed as
life  insurance  agents for BMA, are also  National  Association  of  Securities
Dealers   (NASD)   registered   representatives.   These  persons  will  receive
compensation for this sale.

   
BMA has entered  into a  reinsurance  arrangement  with Great  American  Reserve
Insurance Company ("Great American Reserve") whereby Great American Reserve will
reinsure a portion  of the risks  associated  with the  Policy.  Conseco  Equity
Sales, Inc. is an affiliate of Great American Reserve.    

ADMINISTRATION
   
We have hired NAVISYS (formerly  GENELCO,  Incorporated),  9735 Landmark Parkway
Drive, St. Louis, Missouri to perform certain administrative  services regarding
the Policies.  The  administrative  services  include issuance of the Policy and
maintenance  of Policy  records.  Claims are  handled  jointly  between  BMA and
NAVISYS.
    
SUSPENSION OF PAYMENTS OR TRANSFERS

We may be required  to suspend or postpone  any  payments or  transfers  for any
period when:

         1. the New York Stock Exchange is closed (other than customary weekend
         and holiday closings);

         2.  trading on the New York Stock Exchange is restricted;

         3. an emergency  exists as a result of which  disposal of shares of the
         Investment  Options  is  not  reasonably   practicable  or  BMA  cannot
         reasonably value the shares of the Investment Options;

         4. during any other period when the Securities and Exchange Commission,
         by order, so permits for the protection of owners.

We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the Fixed Account for not more than six months

OWNERSHIP

         OWNER.  You, as the Owner of the Policy,  have all of the rights  under
the  Policy.  If You die  while the  Policy  is still in force  and the  Primary
Insured is living,  ownership  passes to a successor Owner or if none, then Your
estate becomes the Owner.

         JOINT OWNER.  The Policy can be owned by Joint Owners.  Authorization
of both Joint Owners is required for all Policy changes except for telephone
transfers.

         BENEFICIARY.  The  Beneficiary  is the  person(s) or entity You name to
receive any Death  Proceeds.  The Beneficiary is named at the time the Policy is
issued unless  changed at a later date.  Unless an irrevocable  Beneficiary  has
been named,  You can change the Beneficiary at any time before the insured dies.
If there is an  irrevocable  Beneficiary,  all  Policy  changes  except  Premium
allocations and transfers require the consent of the Beneficiary.

         ASSIGNMENT. You can assign the Policy.

                                     PART II

EXECUTIVE OFFICERS AND DIRECTORS OF BMA

The directors and executive  officers of BMA and their  business  experience for
the past five years are as follows:



Name and Principal                            Positions and Offices with Depositor and
Business Address *                            Business Experience for the Past Five Years
- ------------------                            -------------------------------------------
                                           
Giorgio Balzer                                Director, Chairman of the Board and
                                              Chief Executive Officer of BMA; U.S.
                                              Representative - Generali - US Branch.


Robert Thomas Rakich                          Director, President and Chief Operating
                                              Officer of BMA from 1995 to present; President
                                              and Chief Executive Officer, Laurentian
                                              Capital Corp., 1988 to October, 1995.


Dennis Keith Cisler                           Senior Vice President - Information
                                              Systems of BMA from 1991 - present.

David Lee Higley                              Senior Vice President and Chief Financial
                                              Officer of BMA from 1989 - present.

Stephen Stanley Soden                         Senior Vice President - Financial Group from
                                              1994 to present; President & Executive Vice
                                              President from 1985 to 1996, BMA Financial
                                              Services, Inc.


Michael Kent Deardorff                        Vice President - BMA Financial Group
                                              Marketing from 1996 - present; Vice
                                              President Annuity from 1994 to 1996;
                                              Vice President - Advance Markets from
                                              1990 to 1994.

James Evan Kilmer                             Vice President of BMA - Taxes.

Edward Scott Ritter                           Senior Vice President - Corporate Development
                                              of BMA from 1998 to present; Vice President
                                              from 1990 to 1998.

David Allen Gates                             Vice President and General Counsel of BMA
                                              from 1998 to present; Regulatory Affairs
                                              Vice President from 1991 to 1998.

Martin Jefferson Fuller                       Senior Vice President - Insurance Distribution
                                              of BMA from 1996 to present; Vice President-
                                              Sales Employee Benefits Division from 1993
                                              to 1996.

Robert Noel Sawyer                            Senior Vice President and Chief Investment
                                              Officer of BMA from 1990 to present.

Vernon Wirt Voorhees II                       Director, Senior Vice President - Corporate
                                              Services and Secretary of BMA since 1995;
                                              Senior Vice President - Corporate Services 
                                              and Secretary 1990 to present; Senior Vice
                                              President - Finance 1983-1990.

Margaret Mary Heidkamp                        Vice President - Operations, Variable and
                                              Accumulation Products of BMA from 1998 to
                                              present; Vice President, Management
                                              Services from 1986 to 1998.

Jay Brian Kinnamon                            Vice President and Corporate Actuary of BMA
                                              from 1991 to present.


Susan Annette Sweeney                         Vice President - Treasurer & Controller of BMA
                                              from 1995 to present; Chief Financial
                                              Officer - Dean Machinery 1995; Manager of
                                              Finance - Jackson County, Missouri from
                                              1991 to 1995.
Gerald Wayne Selig                            Vice President and Actuary - Accumulation
                                              Products of BMA from 1998 to present; Actuary-
                                              Accumulation Products from 1996 to 1998;
                                              Actuary - Qualified Plan Services from
                                              1989 to 1996.

Thomas Morton Bloch                           Director of BMA since 1993; Teacher, St.
                                              Francis Xavier School from August 1995 to
                                              present; President and Chief Executive Officer
                                              -H & R Block, Inc. until 1995.

Gianguido Castagno                            Director of BMA since 1990; Vice President-
                                              Head of Valuations Department-Assicurazioni
                                              Generali, S.p.A., Trieste, Italy; Vice
                                              President-Head of Corporate Operations Control
                                              Department to December 1997 - Assicurazioni
                                              Generali.

William Thomas Grant II                       Director of BMA since 1990; President and
                                              Chief Executive Officer, Chairman of the Board
                                              -Labone, from 1997 to present; Chairman and
                                              Chief Executive Officer Seafield Capital
                                              Corporation from 1993 to 1997.

Donald Joyce Hall, Jr.                        Director of BMA since 1990; Hallmark Vice
                                              President-Creative - Hallmark Cards, Inc.;
                                              Hallmark Vice President - Product Development
                                              -Hallmark; Hallmark Vice President - Creative
                                              -Hallmark; General Manager - Keepsakes -
                                              Hallmark; Executive Assistant to Executive
                                              Vice President-Hallmark; Director, Specialty
                                              Store Development-Hallmark.

Allan Drue Jennings                           Director of BMA since 1990; Chairman of the
                                              Board, President and Chief Executive Officer -
                                              Kansas City Power & Light Company.

David Woods Kemper                            Director of BMA since 1991; Chairman of the
                                              Board, President and Chief Executive officer -
                                              Commerce Bancshares, Inc.

Giorgio Liveris                               Director of BMA since 1990; Head of Life
                                              Branch-Assicurazioni Generali, S.p.A.,
                                              Trieste, Italy.

John Kessander Lundberg                       Director of BMA since 1990; Retired.

John Pierre Mascotte                          Director of BMA since 1990; President and
                                              Chief Executive Officer - Blue Cross Blue
                                              Shield of Kansas City, Chairman -Johnson &
                                              Higgins of Missouri, Inc.; Chairman and Chief
                                              Executive Officer - The Continental
                                              Corporation.

Giovanni Perissinotto                         Director of BMA since 1990; Manager of the
                                              Accounting and Investment Department -
                                              Assicurazioni Generali, S.p.A., Trieste,
                                              Italy; General Manager - Assicurazioni
                                              Generali - 1997; Deputy General Manager,
                                              Assicurazioni Generali - 1996; Manager
                                              of the Accounting and Investment Department -
                                              Assicurazioni Generali - 1995; Joint
                                              Manager of the Accounting and Investment
                                              Department - Assicurazioni Generali - 1993.


* Principal  Business  Address is BMA Tower,  700 Karnes Blvd.,  Kansas City, MO
64108-3306

   
OFFICERS AND DIRECTORS OF JONES & BABSON, INC.

As of July 31, 1998,  the  following  are the officers and  directors of Jones &
Babson, Inc. and their position with Jones & Babson, Inc.



Name and Principal                           
Business Address *                            Position with Jones & Babson, Inc.
- ------------------                            -------------------------------------------
                                           

Larry D. Armel                                President, Director and Chief Executive
                                              Officer

P. Bradley Adams                              Vice President, Chief Financial Officer
                                              and Treasurer

Michael A. Brummel                            Vice President, Assistant Secretary and
                                              Assistant Treasurer

Martin A. Cramer                              Vice President and Secretary

John G. Dyer                                  Assistant Secretary and Legal Counsel

Constance B. Martin                           Assistant Vice President

Roy M. Moura                                  Vice President

Stephen S. Soden                              Chairman of the Board and Director

Giorgio Balzer                                Director

Robert T. Rakich                              Director

Edward S. Ritter                              Director

Robert N. Sawyer                              Director

Vernon W. Voorhees II                         Director


*Principal  business  address is 700 Karnes  Boulevard,  Kansas  City,  Missouri
64108-3306.


OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC.

As of July 31, 1998,  the  following  are the officers and  directors of Conseco
Equity Sales, Inc. and their position with Conseco Equity Sales, Inc.



Name and Principal                           
Business Address *                            Position with Conseco Equity Sales, Inc.
- ------------------                            -------------------------------------------
                                           

L. Gregory Gloeckner                          President and Director

William P. Latimer                            Vice President, Senior Counsel, Secretary
                                              and Director

James S. Adams                                Senior Vice President, Treasurer and
                                              Director

William T. Devanney, Jr.                      Senior Vice President, Corporate Taxes

Christene H. Darnell                          Vice President, Management Reporting

Lisa M. Zimmerman                             Assistant Vice President, Corporate Taxes

Christine E. Monical                          Second Vice President and Assistant 
                                              General Counsel


*Principal  Business Address is 11815 N. Pennsylvania  Street,  Carmel,  Indiana
46032.

    


VOTING

In accordance  with Our view of present  applicable law, We will vote the shares
of the Investment Options at special meetings of shareholders in accordance with
instructions  received from Owners having a voting interest. We will vote shares
for which We have not received  instructions  in the same  proportion as We vote
shares for which We have  received  instructions.  We will vote shares We own in
the same  proportion as We vote shares for which We have received  instructions.
The funds do not hold regular meetings of shareholders.

If the  Investment  Company Act of 1940 or any regulation  thereunder  should be
amended or if the present  interpretation thereof should change, and as a result
We  determine  that it is  permitted  to vote the shares of the funds in Our own
right, We may elect to do so.

The voting  interests of the Owner in the funds will be  determined  as follows:
Owners may cast one vote for each $100 of  Accumulation  Value of a Policy which
is allocated to an Investment  Option on the record date.  Fractional  votes are
counted.

The number of shares which a person has a right to vote will be determined as of
the date to be chosen by Us not more than sixty  (60) days prior to the  meeting
of the fund. Voting  instructions will be solicited by written  communication at
least fourteen (14) days prior to such meeting.

Each Owner having such a voting interest will receive  periodic reports relating
to the Investment Options in which he or she has an interest, proxy material and
a form with which to give such voting instructions.

         DISREGARD OF VOTING  INSTRUCTIONS.  We may,  when  required to do so by
state  insurance  authorities,  vote  shares  of the  funds  without  regard  to
instructions  from Owners if such  instructions  would  require the shares to be
voted to cause an Investment Option to make, or refrain from making, investments
which would result in changes in the sub-classification or investment objectives
of the  Investment  Option.  We may also  disapprove  changes in the  investment
policy  initiated  by Owners or trustees of the funds,  if such  disapproval  is
reasonable  and is based on a good  faith  determination  by Us that the  change
would violate  state or federal law or the change would not be  consistent  with
the  investment  objectives of the  Investment  Options or which varies from the
general  quality and nature of  investments  and investment  techniques  used by
other  funds  with  similar  investment  objectives  underlying  other  variable
contracts  offered  by Us or  of an  affiliated  company.  In  the  event  We do
disregard voting instructions, a summary of this action and the reasons for such
action will be included in the next semi-annual report to Owners.

LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  Federal  securities  and  income tax laws in
connection with the Policies.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE

The amount of the Surrender  Charge on the Policies may be reduced or eliminated
when sales of the Policies are made to  individuals or to a group of individuals
in a manner that  results in savings of sales  expenses.  The  entitlement  to a
reduction of the Surrender Charge will be determined by Us after  examination of
all the relevant factors such as:

     1.  The size and  type of  group  to  which  sales  are to be made  will be
considered. Generally, the sales expenses for a larger group are less than for a
smaller group because of the ability to implement large numbers of Policies with
fewer sales contacts.

     2. The total  amount of  Premiums to be received  will be  considered.  Per
Policy sales expenses are likely to be less on larger  Premium  payments than on
smaller ones.

     3. Any  prior or  existing  relationship  with Us will be  considered.  Per
Policy  sales  expenses  are  likely to be less when  there is a prior  existing
relationship  because of the  likelihood of  implementing  the Policy with fewer
sales contacts.

     4. There may be other  circumstances,  of which We are not presently aware,
which could result in reduced sales expenses.

If, after  consideration of the foregoing factors,  We determine that there will
be a reduction in sales expenses,  We may provide for a reduction or elimination
of the Surrender Charge.

The  Surrender  Charge  may be  eliminated  when the  Policies  are issued to an
officer,  director or employee of BMA or any of Our affiliates. In no event will
any  reduction or  elimination  of the Surrender  Charge be permitted  where the
reduction or elimination will be unfairly discriminatory to any person.

NET AMOUNT AT RISK

     LEVEL DEATH BENEFIT.  For the Level Death Benefit Option, the Net Amount at
Risk is the greater of:

          1.   the Specified  Amount divided by 1.0032737 less the  Accumulation
               Value; and

          2.   the Accumulation Value times the applicable Minimum Death Benefit
               Corridor  Percentage  (shown in Part 2  Section 5 Death  Benefit)
               divided by 1.0032737, less the Accumulation Value.

     ADJUSTABLE  DEATH BENEFIT OPTION.  For the Adjustable Death Benefit Option,
the Net Amount at Risk is the greater of:

          1.   the  Specified  Amount  plus the  Accumulation  Value  divided by
               1.0032737, less the Accumulation Value, and

          2.   the Accumulation Value times the applicable Minimum Death Benefit
               Corridor  Percentage divided by 1.0032737,  less the Accumulation
               Value.

MATURITY DATE

The Policy provides that We will pay the Accumulation Value of the Policy,  less
Indebtedness, to You on the Maturity Date if the Primary Insured is then living.
Unless  an  extension  is  requested,  the  Maturity  Date  will  be the  Policy
Anniversary Date nearest the Primary Insured's 100th birthday.

At any time within the twelve  calendar  months prior to the Maturity  Date, You
may request that the Maturity Date be extended through the Extension of Maturity
Date Rider.  If We received Your written  request prior to the Maturity Date and
all past due Monthly  Deductions  have been paid,  the Policy  will  continue in
force  beyond the  Maturity  Date until the  earlier of the death of the Primary
Insured or the date that We receive Your request to surrender the Policy.

No rider will be extended past the original Policy Maturity Date.

Once the  Maturity  Date  extension is in place,  the Death  Benefit will be the
Accumulation Value, less any Indebtedness.  The Monthly Deduction will no longer
be deducted and no new Premiums  will be  accepted.  Interest or loans,  if any,
will continue to accrue and will be added to the total Indebtedness.

Loan repayments will be accepted.

There is no charge for this rider.

MISSTATEMENT OF AGE OR SEX

The age of the Primary Insured is the Age nearest the Primary Insured's birthday
on the  Policy  Date or Policy  Anniversary,  determined  from the date of birth
shown  in the  application.  If the date of  birth  or sex  shown on the  Policy
Schedule is not correct,  the Death Benefit will be adjusted to that which would
be purchased by the most recent cost of insurance  charge at the correct date of
birth and sex.

OUR RIGHT TO CONTEST

We cannot  contest the validity of the Policy  except in the case of fraud after
it has been in effect during the Primary  Insured's  lifetime for two years from
the Policy Date. If the Policy is  reinstated,  the two-year  period is measured
from the date of  reinstatement.  In addition,  if the Primary  Insured  commits
suicide in the  two-year  period,  or such period as specified in state law, the
benefit  payable  will be  limited  to  Premiums  paid  less  loans and less any
surrenders.

PAYMENT OPTIONS

The Death  Proceeds  may be paid in a lump sum or may be  applied  to one of the
following Payment Options:

         Option 1-         Life Annuity

         Option 2-         Life Annuity with 120 or 240 Monthly Annuity Payments
                           Guaranteed
         Option 3-         Joint and Last Survivor Annuity

         Option            4- Joint and Last  Survivor  Annuity  with 120 or 240
                           Monthly Annuity Payments Guaranteed.

You or the  Beneficiary can select to have the Payment Options payable on either
a fixed or variable basis.
   
FEDERAL TAX STATUS    

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON BMA'S  UNDERSTANDING  OF CURRENT
FEDERAL  INCOME TAX LAW  APPLICABLE  TO LIFE  INSURANCE  IN GENERAL.  BMA CANNOT
PREDICT THE PROBABILITY  THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.  PURCHASERS
ARE CAUTIONED TO SEEK  COMPETENT TAX ADVICE  REGARDING THE  POSSIBILITY  OF SUCH
CHANGES. SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"),
DEFINES  THE TERM  "LIFE  INSURANCE  CONTRACT"  FOR  PURPOSES  OF THE CODE.  BMA
BELIEVES  THAT THE  POLICIES  TO BE  ISSUED  WILL  QUALIFY  AS  "LIFE  INSURANCE
CONTRACTS"  UNDER  SECTION  7702.  BMA DOES NOT  GUARANTEE THE TAX STATUS OF THE
POLICIES. PURCHASERS BEAR THE COMPLETE RISK THAT THE POLICIES MAY NOT BE TREATED
AS "LIFE  INSURANCE"  UNDER FEDERAL INCOME TAX LAWS.  PURCHASERS  SHOULD CONSULT
THEIR OWN TAX  ADVISERS.  IT SHOULD BE  FURTHER  UNDERSTOOD  THAT THE  FOLLOWING
DISCUSSION  IS NOT  EXHAUSTIVE  AND THAT  SPECIAL  RULES NOT  DESCRIBED  IN THIS
PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS.

         INTRODUCTION.  The discussion contained herein is general in nature and
is not intended as tax advice.  Each person concerned should consult a competent
tax adviser.  No attempt is made to consider any  applicable  state or other tax
laws. Moreover, the discussion herein is based upon Our understanding of current
federal income tax laws as they are currently interpreted.  No representation is
made regarding the likelihood of  continuation  of those current  federal income
tax laws or of the current interpretations by the Internal Revenue Service.

BMA is taxed as a life insurance  company under the Code. For federal income tax
purposes,  the  Separate  Account  is not a  separate  entity  from  BMA and its
operations form a part of BMA.

         DIVERSIFICATION.   Section   817(h)   of  the  Code   imposes   certain
diversification  standards on the  underlying  assets of variable life insurance
policies.  The Code provides that a variable life  insurance  policy will not be
treated as life insurance for any period (and any  subsequent  period) for which
the investments are not, in accordance with regulations prescribed by the United
States Treasury  Department  ("Treasury  Department"),  adequately  diversified.
Disqualification  of the Policy as a life  insurance  contract  would  result in
imposition of federal income tax to the Owner with respect to earnings allocable
to the  Policy  prior to the  receipt of  payments  under the  Policy.  The Code
contains a safe harbor  provision  which provides that life  insurance  policies
such as these Policies meet the diversification requirements if, as of the close
of each quarter, the underlying assets meet the diversification  standards for a
regulated  investment  company and no more than fifty-five  (55%) percent of the
total  assets  consist of cash,  cash  items,  U.S.  Government  securities  and
securities of other regulated  investment  companies.  There is an exception for
securities  issued  by the  U.S.  Treasury  in  connection  with  variable  life
insurance policies.

     On March 2, 1989, the Treasury  Department issued Regulations  (Treas. Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  The
Regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations,  an investment  portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment;  (ii) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.  For  purposes of these  Regulations,  all  securities  of the same
issuer are treated as a single investment.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer".

BMA intends that each Investment  Option underlying the Policies will be managed
by the  managers  in such a  manner  as to  comply  with  these  diversification
requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the  Separate  Account will cause the Owner to be treated as the
Owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable  tax  treatment  for the Policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The amount of Owner control which may be exercised under the Policy is different
in some respects from the  situations  addressed in published  rulings issued by
the Internal  Revenue Service in which it was held that the policy Owner was not
the Owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the Owner to be
considered as the Owner of the assets of the Separate Account.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may  be  applied  retroactively  resulting  in  the  Owner  being
retroactively determined to be the Owner of the assets of the Separate Account.

Due to the uncertainty in this area, BMA reserves the right to modify the Policy
in an attempt to maintain favorable tax treatment.

         TAX  TREATMENT  OF THE POLICY.  The Policy has been  designed to comply
with the  definition  of life  insurance  contained in Section 7702 of the Code.
Although some interim  guidance has been provided and proposed  regulations have
been issued,  final regulations have not been adopted.  Section 7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing  these charges,  BMA has relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.

While BMA has  attempted  to comply with Section  7702,  the law in this area is
very complex and unclear. There is a risk, therefore,  that the Internal Revenue
Service  will not concur with BMA's  interpretations  of Section  7702 that were
made in determining such  compliance.  In the event the Policy is determined not
to so comply,  it would not  qualify for the  favorable  tax  treatment  usually
accorded life insurance policies.  Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.

         POLICY  PROCEEDS.  The tax treatment  accorded to loan proceeds  and/or
surrender  payments  from the  Policies  will  depend on  whether  the Policy is
considered  to  be a  MEC.  (See  "Tax  Treatment  of  Loans  and  Surrenders.")
Otherwise,  the Company believes that the Policy should receive the same federal
income tax  treatment as any other type of life  insurance.  As such,  the death
benefit  thereunder is excludable from the gross income of the Beneficiary under
Section 101(a) of the Code.  Also, the Owner is not deemed to be in constructive
receipt of the Cash  Surrender  Value,  including  increments  thereon,  under a
Policy until there is a distribution of such amounts.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Owner or Beneficiary.

         TAX TREATMENT OF LOANS AND  SURRENDERS.  Section 7702A of the Code sets
forth the rules for determining  when a life insurance  policy will be deemed to
be a MEC. A MEC is a contract which is entered into or materially  changed on or
after June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the
7-pay test when the  cumulative  amount paid under the Policy at any time during
the first 7 Policy Years exceeds the sum of the net level  premiums  which would
have been paid on or before such time if the Policy  provided for paid-up future
benefits after the payment of seven (7) level annual premiums. A material change
would  include  any  increase in the future  benefits  or addition of  qualified
additional  benefits provided under a policy unless the increase is attributable
to: (1) the payment of premiums  necessary to fund the lowest death  benefit and
qualified  additional  benefits  payable in the first seven policy years; or (2)
the crediting of interest or other earnings (including  policyholder  dividends)
with respect to such premiums.

Furthermore,  any Policy  received in exchange for a Policy  classified as a MEC
will be treated as a MEC regardless of whether it meets the 7-pay test. However,
an exchange  under Section 1035 of the Code of a life  insurance  policy entered
into before June 21, 1988 for the Policy will not cause the Policy to be treated
as a MEC if no additional premiums are paid.

Due to the flexible premium nature of the Policy,  the  determination of whether
it qualifies for treatment as a MEC depends on the individual  circumstances  of
each Policy.

If the Policy is classified as a MEC, then  surrenders  and/or loan proceeds are
taxable to the extent of income in the Policy.  Such distributions are deemed to
be on a last-in,  first-out basis, which means the taxable income is distributed
first.  Loan  proceeds  and/or  surrender  payments  may also be  subject  to an
additional 10% federal income tax penalty  applied to the income portion of such
distribution.  The penalty shall not apply,  however, to any distributions:  (1)
made on or after the date on which the taxpayer reaches age 59 1/2; (2) which is
attributable to the taxpayer  becoming  disabled  (within the meaning of Section
72(m)(7) of the Code); or (3) which is part of a series of  substantially  equal
periodic  payments made not less  frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life  expectancies)  of
such taxpayer and his beneficiary.

If a Policy is not  classified  as a MEC, then any  surrenders  shall be treated
first as a recovery of the  investment in the Policy which would not be received
as taxable  income.  However,  if a distribution is the result of a reduction in
benefits  under the Policy  within the first  fifteen  years after the Policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702,  be taxed as ordinary  income to the extent of income
in the Policy.

Any loans from a Policy  which is not  classified  as a MEC,  will be treated as
indebtedness of the Owner and not a distribution.  Upon complete  surrender,  if
the amount received plus loan indebtedness  exceeds the total premiums paid that
are not  treated  as  previously  surrendered  by the Policy  Owner,  the excess
generally will be treated as ordinary income.

Personal  interest  payable on a loan under a Policy owned by an  individual  is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans  under  Policies  covering  the life of any  employee or officer of the
taxpayer or any person financially  interested in the business carried on by the
taxpayer  to  the  extent  the  indebtedness  for  such  employee,   officer  or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.

Policy Owners should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any Policy.

         MULTIPLE POLICIES. The Code further provides that multiple MEC that are
issued  within a calendar  year  period to the same Owner by one  company or its
affiliates  are  treated as one MEC for  purposes  of  determining  the  taxable
portion of any loans or distributions.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the loans or distributed  amounts
from such  combination of contracts.  Policy Owners should consult a tax adviser
prior to purchasing more than one MEC in any calendar year period.

         TAX TREATMENT OF  ASSIGNMENTS.  An assignment of a Policy or the change
of ownership of a Policy may be a taxable event.  Policy Owners should therefore
consult competent tax advisers should they wish to assign or change the Owner of
their Policies.

         QUALIFIED  PLANS.  The Policies may be used in conjunction with certain
Qualified Plans.  Because the rules governing such use are complex,  a purchaser
should not do so until he has consulted a competent Qualified Plans consultant.

         INCOME TAX WITHHOLDING.  All distributions or the portion thereof which
is includible in gross income of the Policy Owner are subject to federal  income
tax withholding.  However,  the Policy Owner in most cases may elect not to have
taxes  withheld.  The Policy  Owner may be required to pay  penalties  under the
estimated  tax rules,  if the  Policy  Owner's  withholding  and  estimated  tax
payments are insufficient.

REPORTS TO OWNERS

We will at a minimum send to each Owner  semi-annual  and annual  reports of the
Investment  Options.  Within 30 days after each  Policy  Anniversary,  an annual
statement will be sent to each Owner. We may elect to send these more often. The
statement  will show the  current  amount  of Death  Benefit  payable  under the
Policy,  the current  Accumulation  Value,  the current  Cash  Surrender  Value,
current Loans and will show all transactions previously confirmed. The statement
will also show Premiums paid and all charges deducted during the Policy Year.

Confirmations  will  be  mailed  to  Policy  Owners  within  seven  days  of the
transaction of: (a) the receipt of Premium;  (b)any transfer between  Investment
Options; (c)any loan, interest repayment,  or loan repayment;  (d)any surrender;
(e) exercise of the free look  privilege;  and (f) payment of the Death  Benefit
under the Policy.  Upon request a Policy Owner shall be entitled to a receipt of
Premium payment.

LEGAL PROCEEDINGS

There are no legal  proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate  Account are  subject.  We are
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.

EXPERTS

The  consolidated  financial  statements of Business Men's Assurance  Company of
America at December  31,  1997 and 1996,  and for each of the three years in the
period ended  December 31,  1997,  have been audited by Ernst & Young LLP,  1200
Main Street, Kansas City, Missouri 64106,  independent auditors, as set forth in
their report thereon appearing  elsewhere  herein,  and are included in reliance
upon such report given upon the  authority of such firm as experts in accounting
and auditing.

FINANCIAL STATEMENTS

There are no financial  statements  for the Separate  Account  because as of the
date of this prospectus it has not yet commenced operations.  




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                           Consolidated Balance Sheets

                                                                         JUNE 30, 1998    DECEMBER 31, 1997
                                                                          (UNAUDITED)
                                                                       ---------------------------------------
                                                                                   (In Thousands)
ASSETS
Investments:
   Securities available-for-sale, at fair value:
       Fixed maturities (amortized cost - $1,200,870 in 1998
                                                                                               
         and $1,308,458 in 1997)                                             $1,219,618       $1,326,018
       Equity securities (cost - $53,381 in 1998 and $46,807 in
         1997)                                                                   61,438           57,806
   Mortgage loans on real estate, net of allowance for losses
     of $9,185 in 1998 and $8,435 in 1997                                       834,253          842,149
   Policy loans                                                                  61,139           62,207
   Short-term investments                                                        63,105           47,507
   Other                                                                          4,007            3,424
                                                                       --------------------------------------
Total investments                                                             2,243,560        2,339,111
Cash                                                                              9,646                -
Accrued investment income                                                        17,863           18,520
Premium and other receivables                                                    11,852           10,606
Deferred policy acquisition costs                                               121,145          125,065
Property, equipment and software                                                 16,527           16,753
Reinsurance recoverables:
   Paid benefits                                                                  8,372            6,588
   Benefits and claim reserves ceded                                             76,798           72,000
Other assets                                                                     15,685           16,216
Assets held in separate accounts                                                206,875           76,964
                                                                       --------------------------------------
Total assets                                                                 $2,728,323       $2,681,823
                                                                       ======================================


See accompanying notes to unaudited financial statements.




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                           Consolidated Balance Sheets

                                                                         JUNE 30, 1998    DECEMBER 31, 1997
                                                                           (UNAUDITED)
                                                                       ---------------------------------------
                                                                                (In Thousands)

LIABILITIES AND STOCKHOLDER'S EQUITY
 Future policy benefits:
                                                                                               
   Life and annuity                                                          $1,244,302       $1,259,319
   Health                                                                        88,909           87,883
Contract account balances                                                       626,768          699,244
Policy and contract claims                                                       62,653           58,381
Unearned revenues                                                                13,311           11,284
Other policyholder funds                                                         15,111           14,286
Outstanding checks in excess of bank balances                                         -            2,669
Current income taxes payable                                                      3,291            2,158
Deferred income taxes                                                            14,539           12,244
Payable to affiliate                                                                505              799
Other liabilities                                                                48,601           72,858
Liabilities related to separate accounts                                        206,875           76,964
                                                                       ---------------------------------------
Total liabilities                                                             2,324,865        2,298,089

Commitments and contingencies                                                        --                -

Stockholder's equity:
   Preferred stock of $1 par value; authorized 3,000,000
     shares, none issued and outstanding                                             --                -
   Common stock of $1 par value; authorized 24,000,000
     shares, 12,000,000 shares issued and outstanding                            12,000           12,000
   Paid-in capital                                                               40,106           40,106
   Net unrealized gains on securities                                            13,237           14,364
   Retained earnings                                                            338,115          317,264
                                                                       ---------------------------------------
Total stockholder's equity                                                      403,458          383,734
                                                                       ---------------------------------------
Total liabilities and stockholder's equity                                   $2,728,323       $2,681,823
                                                                       =======================================


See accompanying notes to unaudited financial statements.




                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                      Consolidated Statements of Operations
                      (Unaudited)

                                                                    SIX MONTHS ENDED JUNE 30
                                                                     1998             1997
                                                               -----------------------------------
                                                                         (In Thousands)

Revenues:
   Premiums:
                                                                                      
     Life and annuity                                                   $81,754         $75,405
     Health                                                              16,207          24,935
   Other insurance considerations                                        19,525          19,064
   Net investment income                                                 89,960          82,754
   Realized gains, net                                                    9,233           3,661
   Other income                                                          22,370          16,669
                                                                -----------------------------------
Total revenues                                                          239,049         222,488

Benefits and expenses:
   Life and annuity benefits                                             76,081          62,277
   Health benefits                                                        8,572          17,071
   Increase in policy liabilities including
     interest credited to account balances                               46,780          49,828
   Real estate expense, net                                                   -             819
   Commissions                                                           26,807          26,674
   (Increase) decrease in deferred policy acquisition costs               3,457          (1,814)
   Taxes, licenses and fees                                               2,061           2,593
   Other operating costs and expenses                                    44,500          41,949
                                                                -----------------------------------
Total benefits and expenses                                             208,258         199,397
                                                                -----------------------------------
Earnings before taxes on income                                          30,791          23,091
Income tax expense                                                        9,940           8,303
                                                                -----------------------------------
Net earnings                                                          $  20,851       $  14,788
                                                                ===================================


See accompanying notes to unaudited financial statements.




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                 Consolidated Statements of Stockholder's Equity
                           (Unaudited)

                                                                    SIX MONTHS ENDED JUNE 30
                                                                     1998             1997
                                                               -----------------------------------
                                                                         (In Thousands)

Common stock:
                                                                                      
   Balance at beginning and end of year                             $   12,000        $  12,000

Paid-in capital:
   Balance at beginning of year                                         40,106           40,106

Net unrealized gains on securities:
   Balance at beginning of year:                                        14,364            3,686
     Change in net unrealized gains                                     (1,127)          (1,522)
                                                               -----------------------------------
   Balance at end of period                                             13,237            2,164

Retained earnings:
   Balance at beginning of year:                                       317,264          281,075
     Net earnings                                                       20,851           14,788
     Dividends declared                                                      -                -
                                                               -----------------------------------
   Balance at end of period                                            338,115          295,863
                                                               -----------------------------------
Total stockholder's equity                                           $ 403,458        $ 350,133
                                                               ===================================


See accompanying notes to unaudited financial statements.




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
  
                                                                           SIX MONTHS ENDED JUNE 30
                                                                             1998             1997
                                                                      ----------------------------------
                                                                                (In Thousands)
OPERATING ACTIVITIES
                                                                                             
Net earnings                                                                $  20,851        $  14,788
Adjustments to reconcile net earnings to net cash provided by
   operating activities:
     Deferred income tax                                                        2,870            4,301
     Realized gains, net                                                       (9,233)          (3,661)
     Premium amortization (discount accretion), net                              (560)            (514)
     Policy loans lapsed in lieu of surrender benefits                          1,826            2,352
     Depreciation                                                               1,404            1,850
     Amortization                                                                 391              391
     Changes in assets and liabilities:
       (Increase) decrease in accrued investment income                           657             (818)
       Increase in receivables and reinsurance recoverables                    (8,122)          (5,912)
       Policy acquisition costs deferred                                      (11,508)         (14,625)
       Deferred policy acquisition costs amortized                             14,964           12,811
       (Increase) decrease in income taxes recoverable                          1,110           (2,510)
       Increase in accrued policy benefits, claim reserves,
         unearned revenues and policyholder funds                              20,870           13,808
       Interest credited to policyholder accounts                              38,494           38,338
       Increase in outstanding checks in excess of bank balances               (2,669)          (2,922)
       (Increase) decrease in other assets and other                           (3,532)             634
         liabilities, net
     Other, net                                                                (1,679)            (806)
                                                                       ----------------------------------
Net cash provided by operating activities                                      66,134           57,505

INVESTING ACTIVITIES Purchases of investments:
   Securities available-for-sale
      Fixed Maturities                                                       (257,275)        (259,428)
      Equity                                                                  (20,416)         (11,332)
   Mortgage and policy loans                                                 (129,592)        (127,648)

Sales, calls or maturities of  investments:
  Maturities  and calls of securities
   available-for-sale:
      Fixed Maturities                                                        143,873           88,020
   Sales of securities available-for-sale:
      Fixed Maturities                                                        227,053          108,208
      Equity                                                                   16,967            7,514

   Mortgage and policy loans                                                  137,924           49,999
   Real estate                                                                      -            1,544
Purchase of property, equipment and software                                     (560)            (858)
Net (increase) decrease in short-term investments                             (15,598)           7,348
Distributions from unconsolidated related parties                                 653              983
                                                                       ----------------------------------
Net cash provided (used) in investing activities                              103,029         (135,650)





                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                Consolidated Statements of Cash Flows (continued)
                  (Unaudited)

                                                                        SIX MONTHS ENDED JUNE 30
                                                                          1998           1997
                                                                     -------------------------------
                                                                             (In Thousands)

FINANCING ACTIVITIES

                                                                                         

Net proceeds (disbursements) of interest sensitive and
   investment type contracts                                         $     (138,654)    $   78,145
Net proceeds from reverse repurchase borrowing                                              20,031
Retirement of reverse repurchase borrowing                                  (20,863)       (20,031)
                                                                     -------------------------------
Net cash provided (used) by financing activities                           (159,517)        78,145
                                                                     -------------------------------
Net increase in cash                                                          9,646              -
Cash at beginning of year                                                         -              -
                                                                     -------------------------------
Cash at end of period                                                $        9,646  $           -
                                                                     ===============================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 For purposes of the statements of cash flows, Business Men's
   Assurance  Company of America considers only cash on hand
  and demand deposits to be cash.
Cash paid (received) during the year for:
   Income taxes                                                            $  4,352       $  5,579
   Interest paid on reverse repurchase borrowing                                299            370
                                                                     -------------------------------
                                                                           $  4,651       $  5,949
                                                                     ===============================


See accompanying notes to unaudited financial statements.




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                   Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998

1.   These  Financial  Statements  are unaudited but, in  management's  opinion,
     include all adjustments necessary for a fair presentation of the results.

2.   These interim  financial  statements should be read in conjunction with the
     Company's financial statements for the year ended December 31, 1997.  The 
     results of operations for any interim period are not  necessarily  
     indicative of the Company's  operating  results for a full year.

3.   Certain  amounts  from the  prior period's financial  statements  have been
     reclassified to conform with the current period's presentation.

4.   In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     (SFAS) No. 130, "Reporting  Comprehensive Income." SFAS No. 130 establishes
     standards  for the reporting  and display of  comprehensive  income and its
     components.  Comprehensive  income  includes all changes in equity during a
     period except those due to owner investments and distributions. It includes
     unrealized gains and losses on available-for-sale securities. This standard
     does  not  change  the  display  or  components  of  net  income;   rather,
     comprehensive   income  is  displayed  as  a  separate   statement  in  the
     Consolidated  Statement of  Comprehensive  Income and as a component in the
     Consolidated Balance Sheet, and the Consolidated Statement of Stockholders'
     Equity.

     Total  comprehensive  income  amounted to $19,724,000  during the first six
     months of 1998 and $13,266,000 during the first six months of 1997.



                        CONSOLIDATED FINANCIAL STATEMENTS

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                  (A MEMBER OF THE GENERALI GROUP OF COMPANIES)
                     YEARS ENDED DECEMBER 31, 1997 AND 1996
                       WITH REPORT OF INDEPENDENT AUDITORS



                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                        Consolidated Financial Statements
                     Years ended December 31, 1997 and 1996

                                    CONTENTS

Report of Independent Auditors................................................1

Audited Consolidated Financial Statements

Consolidated Balance Sheets...................................................2
Consolidated Statements of Operations.........................................4
Consolidated Statements of Stockholder's Equity...............................5
Consolidated Statements of Cash Flows.........................................6
Notes to Consolidated Financial Statements....................................8


                         Report of Independent Auditors

The Board of Directors

Business Men's Assurance Company of America

We have audited the accompanying  consolidated  balance sheets of Business Men's
Assurance Company of America (an ultimate subsidiary of Assicurazioni  Generali,
S.p.A.)  (the  Company)  as of  December  31,  1997 and  1996,  and the  related
consolidated  statements of operations,  stockholder's equity and cash flows for
each  of  the  three  years  in  the  period  ended  December  31,  1997.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Business Men's  Assurance  Company of America at December 31, 1997 and 1996, and
the  consolidated  results of its  operations and its cash flows for each of the
three years in the period ended December 31, 1997, in conformity  with generally
accepted accounting principles.
                                       
                                             /s/ERNST & YOUNG LLP
                         [GRAPHIC OMITTED]

Kansas City, Missouri
February 6, 1998




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                           Consolidated Balance Sheets



                                                                                   DECEMBER 31
                                                                             1997              1996
                                                                       ------------------------------------
                                                                                 (In Thousands)

ASSETS

Investments (Notes 1 and 3): Securities available-for-sale, at fair value:
     Fixed maturities (amortized cost - $1,308,458 in 1997
                                                                                         
       and $1,286,888 in 1996)                                               $1,326,018       $1,288,934
     Equity securities (cost - $46,807 in 1997 and $28,644 in
       1996)                                                                     57,806           32,350
   Mortgage loans on real estate, net of allowance for losses
     of $8,435 in 1997 and $6,879 in 1996                                       842,149          704,356
   Real estate (Note 1)                                                               -            5,498
   Policy loans                                                                  62,207           65,225
   Short-term investments                                                        47,507           39,991
   Other                                                                          3,424            3,830
                                                                       ------------------------------------
Total investments                                                             2,339,111        2,140,184





Accrued investment income                                                        18,520           18,539
Premium and other receivables                                                    10,606           11,817
Deferred policy acquisition costs                                               125,065          131,025
Property, equipment and software (Note 6)                                        16,753           18,890
Reinsurance recoverables:

   Paid benefits                                                                  6,588            3,948
   Benefits and claim reserves ceded                                             72,000           58,177
Other assets (Note 1)                                                            16,216           16,923
Assets held in separate accounts (Note 1)                                        76,964                -
                                                                       ------------------------------------
Total assets                                                                 $2,681,823       $2,399,503
                                                                       ====================================




                                                                                   DECEMBER 31
                                                                             1997              1996
                                                                       ------------------------------------
                                                                                 (In Thousands)

LIABILITIES AND STOCKHOLDER'S EQUITY
                                                                                            
Future policy benefits:
   Life and annuity (Note 10)                                                $1,259,319       $1,192,497
   Health                                                                        87,883           75,914
Contract account balances                                                       699,244          636,656
Policy and contract claims                                                       58,381           58,617
Unearned revenues                                                                11,284           13,813
Other policyholder funds                                                         14,286           15,429
Outstanding checks in excess of bank balances                                     2,669            4,673
Current income taxes payable (Note 7)                                             2,158            4,345
Deferred income taxes (Note 7)                                                   12,244           14,912
Payable to affiliate (Note 10)                                                      799              972
Other liabilities                                                                72,858           44,808
Liabilities related to separate accounts (Note 1)                                76,964                -
                                                                       ------------------------------------
Total liabilities                                                             2,298,089        2,062,636

Commitments and contingencies (Note 5)

Stockholder's equity (Notes 2 and 11):
   Preferred stock of $1 par value; authorized 3,000,000

     shares, none issued and outstanding                                              -                -
   Common stock of $1 par value; authorized 24,000,000

     shares, 12,000,000 shares issued and outstanding

                                                                                 12,000           12,000
   Paid-in capital                                                               40,106           40,106
   Net unrealized gains (losses) on securities                                   14,364            3,686
   Retained earnings                                                            317,264          281,075
                                                                       ------------------------------------
Total stockholder's equity                                                      383,734          336,867
                                                                       ------------------------------------
Total liabilities and stockholder's equity                                   $2,681,823       $2,399,503
                                                                       ====================================

See accompanying notes.




                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                      Consolidated Statements of Operations



                                                                       YEAR ENDED DECEMBER 31
                                                              1997             1996              1995
                                                        -----------------------------------------------------
                                                                           (In Thousands)

Revenues:
   Premiums:
                                                                                            
     Life and annuity                                         $154,602         $142,461         $130,360
     Health                                                     43,518           60,491           47,294
   Other insurance considerations                               37,928           38,780           37,183
   Net investment income (Note 3)                              167,346          145,629          124,605
   Realized gains, net (Note 3)                                  5,121            5,906            4,290
   Other income                                                 35,941           26,802           23,394
                                                        ---------------------------------------------------
Total revenues                                                 444,456          420,069          367,126

Benefits and expenses:

   Life and annuity benefits                                   126,345          122,915          111,734
   Health benefits                                              27,812           42,224           40,132
   Increase in policy liabilities including
     interest credited to account balances                     104,581           94,530           65,017
   Real estate expense, net                                        932              551              649
   Commissions                                                  53,622           55,180           54,176
   Increase in deferred policy acquisition costs                (1,229)          (5,459)         (16,366)
   Taxes, licenses and fees                                      4,654            5,229            5,251
   Other operating costs and expenses                           89,018           76,647           82,604
                                                        ---------------------------------------------------
Total benefits and expenses                                    405,735          391,817          343,197
                                                        ---------------------------------------------------

Earnings from continuing operations before income
   tax expense                                                  38,721           28,252           23,929
Income tax expense (Note 7)                                      2,532           10,168            8,503
                                                        ---------------------------------------------------
Earnings from continuing operations                             36,189           18,084           15,426

Discontinued operations (Note 12):
   Gain on sale of discontinued operations, net of
     income tax expense of $735 in 1996 and $3,352
     in 1995                                                         -            1,416            6,355
                                                        ---------------------------------------------------
Earnings from discontinued operations                                -            1,416            6,355
                                                        ---------------------------------------------------
Net earnings                                                 $  36,189        $  19,500        $  21,781
                                                        ===================================================


See accompanying notes.



                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                 Consolidated Statements of Stockholder's Equity


                                                                     YEAR ENDED DECEMBER 31
                                                            1997             1996              1995
                                                      -----------------------------------------------------
                                                                         (In Thousands)

Common stock:

                                                                                           
   Balance at beginning and end of year                    $  12,000        $  12,000         $  12,000

Paid-in capital:
   Balance at beginning of year                               40,106           25,106            25,106
      Additional paid-in capital                                   -           15,000                 -
                                                      ----------------------------------------------------
   Balance at end of year                                     40,106           40,106            25,106

Net unrealized gains (losses) on securities:

   Balance at beginning of year                                3,686           15,297           (28,865)
     Change in net unrealized gains (losses)                  10,678          (11,611)           44,162
                                                      ----------------------------------------------------
   Balance at end of year                                     14,364            3,686            15,297

Retained earnings:

   Balance at beginning of year                              281,075          266,575           252,794
     Net earnings                                             36,189           19,500            21,781
     Dividends declared (Note 2)                                   -           (5,000)           (8,000)
                                                      ----------------------------------------------------
   Balance at end of year                                    317,264          281,075           266,575
                                                      ----------------------------------------------------
Total stockholder's equity                                  $383,734         $336,867          $318,978
                                                      ====================================================


See accompanying notes.



                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                      Consolidated Statements of Cash Flows



                                                                           YEAR ENDED DECEMBER 31
                                                                       1997         1996         1995

                                                                  -----------------------------------------
                                                                               (In Thousands)

OPERATING ACTIVITIES

                                                                                            
Net earnings                                                        $  36,189     $  19,500    $  21,781
Adjustments to reconcile net earnings to net cash
   provided by operating activities:

     Deferred income tax (benefit)                                     (8,416)        4,146        7,025
     Realized gains, net                                               (5,121)       (5,906)      (4,290)
     Gain on disposal of discontinued segment                               -        (2,151)      (7,417)
     Discount accretion, net                                             (975)       (1,246)      (1,090)
     Policy loans lapsed in lieu of surrender benefits                  1,021         2,996        3,201
     Depreciation                                                       3,778         4,153        4,817
     Amortization                                                         782           782          782
     Changes in assets and liabilities:

       (Increase) decrease in accrued investment income                    19        (1,392)      (1,719)
       (Increase) decrease in receivables and reinsurance
         recoverables                                                 (15,425)        2,761      (19,425)
       Policy acquisition costs deferred                              (28,449)      (31,745)     (40,510)
       Policy acquisition costs amortized                              27,220        26,286       24,144
       (Increase) decrease in income taxes recoverable                 (2,187)        5,518       (4,546)
       Increase in accrued policy benefits, claim
         reserves, unearned revenues and policyholder funds            30,777        32,331        4,574
       Interest credited to policyholder accounts                      79,312        69,494       56,358
       Increase (decrease) in outstanding checks in excess of

         bank balances                                                 (2,004)          805        3,868
       Decrease in other assets and other liabilities, net              7,269           412        1,133
       Decrease in net asset of discontinued operations                     -             -        1,335
     Other, net                                                          (433)       (1,208)        (179)
                                                                  -----------------------------------------
Net cash provided by operating activities                             123,357       125,536       49,842

INVESTING ACTIVITIES
Purchases of investments:

   Securities available-for-sale:
     Fixed maturities                                                (464,419)     (527,172)    (592,373)
     Equity securities                                                (31,625)      (17,586)     (12,537)
   Mortgage and policy loans                                         (237,990)     (259,438)    (159,521)
   Other                                                                    -             -         (269)
Sales, calls or maturities of  investments: 
 Maturities  and calls of securities
   available-for-sale:
     Fixed maturities                                                 167,000       117,057      108,472
     Equity securities                                                      -             -        2,031
   Sales of securities available-for-sale:
     Fixed maturities                                                 284,124       238,051      263,650
     Equity securities                                                 14,379        12,444        6,223
   Mortgage and policy loans                                           98,554        66,934       41,753
   Real estate                                                          5,854         2,194          502



                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                Consolidated Statements of Cash Flows (continued)





                                                                           YEAR ENDED DECEMBER 31
                                                                       1997         1996         1995

                                                                  -----------------------------------------
                                                                               (In Thousands)

INVESTING ACTIVITIES (CONTINUED)

                                                                                     
Purchase of property, equipment and software                      $    (1,949)  $      (290)  $   (2,659)
Net (increase) decrease in short-term investments                      (7,516)       36,272       13,264
Proceeds from sale of discontinued operations                               -           632        5,426
Distributions from unconsolidated related parties                       1,514           718            2
                                                                  -----------------------------------------
Net cash used in investing activities                                (172,074)     (330,184)    (326,036)

FINANCING ACTIVITIES

Dividends paid                                                              -        (5,000)      (8,000)
Additional paid-in capital                                                  -        15,000            -
Deposits from interest sensitive and investment type contracts        323,487       381,865      401,681
Withdrawals from interest sensitive and investment type contracts    (295,633)     (187,217)    (120,956)
Net proceeds from reverse repurchase borrowing                         40,925        35,173            -
Retirement of reverse repurchase borrowing                            (20,062)      (35,173)           -
                                                                  -----------------------------------------
Net cash provided by financing activities                              48,717       204,648      272,725
                                                                  -----------------------------------------

Net decrease in cash                                                        -             -       (3,469)
Cash at beginning of year                                                   -             -        3,469
                                                                  =========================================
Cash at end of year                                               $           - $           -$           -
                                                                  =========================================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
For purposes of the statements
of cash flows, Business Men's
   Assurance Company of America considers only cash on hand
   and demand deposits to be cash

Cash paid during the year for:

   Income taxes                                                     $  13,135    $    1,239   $    9,376
                                                                  =========================================

   Interest paid on reverse repurchase borrowing                  $       369   $       620  $           -
                                                                  =========================================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES

Real estate acquired through foreclosure                           $    1,236    $    3,033   $    5,156
                                                                  =========================================


See accompanying notes.


                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                   Notes to Consolidated Financial Statements
                                December 31, 1997


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Business   Men's   Assurance   Company   of   America   (the   Company)   is   a
Missouri-domiciled life insurance company licensed to sell insurance products in
49 states  and the  District  of  Columbia.  The  Company  offers a  diversified
portfolio  of  individual  and group  insurance  and  investment  products  both
directly,   primarily   distributed   through  general  agencies,   and  through
reinsurance assumptions.  Assicurazioni Generali S.p.A.  (Generali),  an Italian
insurer, is the ultimate parent company.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying  consolidated  financial statements include the accounts of the
Company  and  all  majority-owned  subsidiaries.  All  significant  intercompany
transactions have been eliminated in consolidation.

INVESTMENTS

The Company's entire investment  portfolio is designated as  available-for-sale.
Changes in fair values of  available-for-sale  securities,  after  adjustment of
deferred policy acquisition costs (DPAC) and deferred income taxes, are reported
as unrealized gains or losses directly in stockholder's equity and, accordingly,
have no effect on net income.  The DPAC offset to the unrealized gains or losses
represents valuation  adjustments or reinstatements of DPAC that would have been
required as a charge or credit to operations  had such  unrealized  amounts been
realized.

The   amortized   cost   of   fixed   maturity    investments    classified   as
available-for-sale  is adjusted for  amortization  of premiums and  accretion of
discounts. That amortization or accretion is included in net investment income.

Mortgage loans and  mortgage-backed  securities  are carried at unpaid  balances
adjusted for accrual of discount and allowances for other than temporary decline
in value. Policy loans are carried at unpaid balances.

Real estate is stated at the lower of cost or fair value.  At December 31, 1997,
no real estate was owned; at December 31, 1996, real estate was carried net of a
valuation  allowance of  $2,344,000.  Profit is  recognized on real estate sales
when down payment,

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

continuing  investment  and  transfer  of risk  criteria  have  been  satisfied.
Property,  equipment  and software,  and the home office  building are generally
valued at cost,  including  development  costs, less allowances for depreciation
and other than temporary decline in value.

Property, equipment and software are being depreciated over the estimated useful
lives of the assets, principally on a straight-line basis. Depreciation rates on
these assets are set forth in Note 6.

Realized  gains  and  losses  on  sales of  investments  and  declines  in value
considered  to be other than  temporary  are  recognized  in net earnings on the
specific identification basis.

USE OF ESTIMATES

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in the consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

DEFERRED POLICY ACQUISITION COSTS

Certain commissions,  expenses of the policy issue and underwriting  departments
and other variable  expenses have been deferred.  For limited  payment and other
traditional life insurance policies,  these deferred acquisition costs are being
amortized  over a period of not more than 25 years in proportion to the ratio of
the expected  annual  premium  revenue to the expected  total  premium  revenue.
Expected  premium  revenue  was  estimated  with the same  assumptions  used for
computing liabilities for future policy benefits for these policies.

For universal  life-type insurance and  investment-type  products,  the deferred
policy  acquisition  costs are amortized over a period of not more than 25 years
in  relation  to the present  value of  estimated  gross  profits  arising  from
estimates  of  mortality,   interest,  expense  and  surrender  experience.  The
estimates of expected  gross profits are evaluated  regularly and are revised if
actual experience or other evidence indicates that revision is appropriate. Upon
revision,  total amortization recorded to date is adjusted by a charge or credit
to current earnings.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred  policy   acquisition   costs  are  evaluated  to  determine  that  the
unamortized  portion of such costs does not  exceed  recoverable  amounts  after
considering anticipated investment income.

RECOGNITION OF INSURANCE REVENUE AND RELATED EXPENSES

For limited  payment and other  traditional  life  insurance  policies,  premium
income is reported as earned when due with  past-due  premiums  being  reserved.
Profits are recognized over the life of these contracts by associating  benefits
and  expenses  with  insurance  in force for limited  payment  policies and with
earned  premiums  for other  traditional  life  policies.  This  association  is
accomplished  by a provision for  liability  for future policy  benefits and the
amortization of policy acquisition costs. Accident and health premium revenue is
recognized on a pro rata basis over the terms of the policies.

For universal life and investment-type policies, contract charges for mortality,
surrender and expense,  other than front-end  expense  charges,  are reported as
other insurance  considerations revenue when charged to policyholders' accounts.
Expenses consist primarily of benefit payments in excess of policyholder account
values and interest  credited to policyholder  accounts.  Profits are recognized
over the life of  universal  life-type  contracts  through the  amortization  of
policy  acquisition costs and deferred  front-end expense charges with estimated
gross profits from mortality, interest, surrender and expense.

POLICY LIABILITIES AND CONTRACT VALUES

The  liability  for  future  policy  benefits  for  limited  payment  and  other
traditional life insurance  contracts has been computed primarily by a net level
premium reserve method based on estimates of future investment yield,  mortality
and  withdrawals  made at the time gross premiums were  calculated.  Assumptions
used in computing  future policy  benefits are as follows:  interest rates range
from  3.25% to  8.50%,  depending  on the year of  issue;  withdrawal  rates for
individual  life  policies  issued  in 1966  and  after  are  based  on  Company
experience,  and policies issued prior to 1966 are based on industry tables; and
mortality rates are based on mortality tables that consider Company  experience.
The liability for future policy benefits is graded to reserves stipulated by the
policy over a period of 20 to 25 years or the end of the premium  paying period,
if less.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For  universal  life and  investment-type  contracts,  the account  value before
deduction  of any  surrender  charges  is  held  as  the  policy  liability.  An
additional  liability is established for deferred  front-end  expense charges on
universal life-type policies.  These expense charges are recognized in income as
insurance  considerations  using the same  assumptions  as are used to  amortize
deferred policy acquisition costs.

Claims and benefits  payable for  reported  disability  income  claims have been
computed  as the present  value of expected  future  benefit  payments  based on
estimates of future investment yields and claim termination rates. The amount of
benefits  payable  included in the future policy benefit reserves and policy and
contract claims for December 31, 1997 and 1996 was $47,211,000 and  $38,694,000,
respectively. Interest rates used in the calculation of future investment yields
vary based on the year the claim was incurred and range from 3% to 8.75%.  Claim
termination rates are based on industry tables.

Other  accident and health claims and benefits  payable for reported  claims and
incurred but not  reported  claims are  estimated  using prior  experience.  The
methods of calculating such estimates and  establishing the related  liabilities
are  periodically  reviewed and updated.  Any adjustments  needed as a result of
periodic reviews are reflected in current operations.

FEDERAL INCOME TAXES

Deferred federal income taxes have been provided in the  consolidated  financial
statements to recognize  temporary  differences  between the financial reporting
and tax bases of assets and  liabilities  measured  using  enacted tax rates and
laws (Note 7). Temporary  differences are principally related to deferred policy
acquisition  costs,  the  provision  for  future  policy  benefits,  accrual  of
discounts on investments,  accelerated  depreciation  and unrealized  investment
gains and losses.

SEPARATE ACCOUNTS

These  accounts  arise from two lines of business,  variable  annuities and MBIA
insured guaranteed  investment  contracts (GIC). The separate account assets are
legally  segregated  and are not subject to the claims  which may arise from any
other business of the Company.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The assets and liabilities of the variable line of business are reported at fair
value since the  underlying  investment  risks are assumed by the  policyowners.
Investment income and gains or losses arising from the variable line of business
accrue  directly  to the  policy  owners and are,  therefore,  not  included  in
investment  earnings in the accompanying  consolidated  statement of operations.
Revenues to the Company from  variable  products  consist  primarily of contract
maintenance  charges  and  administration  fees.  Separate  account  assets  and
liabilities  for the variable line of business  totaled  $30,000 on December 31,
1997.

The assets of the MBIA GIC line of business are maintained at an amount equal to
the related  liabilities.  These assets related to the MBIA GIC line of business
include securities  available-for-sale reported at fair value and mortgage loans
carried  at  unpaid  balances.  Changes  in fair  values  of  available-for-sale
securities,  net of deferred income taxes,  are reported as unrealized  gains or
losses directly in stockholders equity.

The  liabilities  are  reported at the  original  deposit  amount  plus  accrued
interest  guaranteed  to the  contractholders.  Investment  income  and gains or
losses arising from MBIA GIC investments are included in investment  earnings in
the accompanying  consolidated statement of operations.  The guaranteed interest
payable is included in the increase in policy  liabilities  in the  accompanying
consolidated  statement of operations.  Separate  account assets and liabilities
for the MBIA GIC line of business totaled $76,934,000 on December 31, 1997.

INTANGIBLE ASSETS

Goodwill of $12,323,000, net of accumulated amortization of $3,325,000 resulting
from the acquisition of a subsidiary,  is included in other assets.  Goodwill is
being  amortized  over a  period  of 20  years  on a  straight-line  basis,  and
amortization amounted to $782,000 for each of the years ended December 31, 1997,
1996 and 1995.

FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial  Accounting  Standards Board (FASB) Statement of Financial  Accounting
Standards   (SFAS)  No.  107,   "Disclosures   about  Fair  Value  of  Financial
Instruments,"  requires  disclosure of fair value  information  about  financial
instruments, whether or not

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

recognized in the balance  sheet,  for which it is  practicable to estimate that
value.  In cases where quoted market prices are not  available,  fair values are
based on estimates  using present  value or other  valuation  techniques.  Those
techniques are  significantly  affected by the assumptions  used,  including the
discount  rate and estimates of future cash flows.  In that regard,  the derived
fair value  estimates  cannot be  substantiated  by  comparison  to  independent
markets and, in many cases, could not be realized in immediate settlement of the
instruments.  SFAS  No.  107  excludes  certain  financial  instruments  and all
nonfinancial  instruments  from its disclosure  requirements.  Accordingly,  the
aggregate fair value amounts  presented do not represent the underlying value of
the Company:





                                               DECEMBER 31, 1997                 DECEMBER 31, 1996
                                        --------------------------------- ---------------------------------
                                            CARRYING          FAIR            CARRYING          FAIR
                                             AMOUNT          VALUE             AMOUNT          VALUE
                                        --------------------------------- ---------------------------------
                                                                  (In Thousands)

                                                                                       
Fixed maturities (Note 3)                    $1,326,018      $1,326,018        $1,288,934      $1,288,934
Equity securities (Note 3)                       57,806          57,806            32,350          32,350
Mortgage loans                                  842,149         867,552           704,356         707,915
Policy loans                                     62,207          57,491            65,225          60,735
Short-term investments                           47,507          47,507            39,991          39,991
Reinsurance recoverables:
   Paid benefits                                  6,588           6,588             3,948           3,948
   Benefits and claim reserves                   72,000          72,000            58,177          58,177
Assets held in separate accounts                 76,964          77,061                 -               -
Mortgage loan commitments (Note 5)                    -          74,469                 -          46,735
Investment-type insurance
   contracts (Note 4)                         1,277,362       1,256,129         1,097,821       1,078,326


The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

     Cash and  short-term  investments:  The  carrying  amounts  reported in the
     balance sheet for these instruments approximate their fair values.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Investment securities:  Fair values for fixed maturity securities are based
     on quoted market prices, where available. For fixed maturity securities not
     actively  traded,  fair values are  estimated  using values  obtained  from
     independent  pricing  services  or, in the case of private  placements,  by
     discounting  expected  future  cash  flows  using  a  current  market  rate
     applicable to the yield,  credit  quality and maturity of the  investments.
     The fair value for equity securities is based on quoted market prices.

     Off-balance-sheet   instruments:   The  fair  value  for  outstanding  loan
     commitments approximates the amount committed, as all loan commitments were
     made within the last 60 days of the year.

     Mortgage  loans and policy  loans:  The fair value for  mortgage  loans and
     policy  loans is  estimated  using  discounted  cash flow  analyses,  using
     interest  rates  currently  being  offered for loans with similar  terms to
     borrowers of similar credit quality. Loans with similar characteristics are
     aggregated for purposes of the calculations. The carrying amount of accrued
     interest approximates its fair value.

     Flexible and single premium deferred annuities: The cash surrender value of
     flexible and single  premium  deferred  annuities  approximates  their fair
     value.

     Guaranteed  investment   contracts:   The  fair  value  for  the  Company's
     liabilities  under  guaranteed  investment  contracts  is  estimated  using
     discounted cash flow analyses, using interest rates currently being offered
     for similar  contracts with maturities  consistent with those remaining for
     the contracts being valued.

     Supplemental contracts without life contingencies:  The carrying amounts of
     supplemental  contracts without life  contingencies  approximate their fair
     values.

     Reinsurance  recoverables:  The carrying values of reinsurance recoverables
     approximate their fair values.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the  normal  course of  business,  the  Company  becomes  a party to  various
financial transactions to reduce its exposure to fluctuations in interest rates.
In 1997,  the Company  entered into interest rate swap contracts for the purpose
of converting the variable interest

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

rate characteristics of certain investments to fixed rates to match those of the
related  insurance  liabilities   (guaranteed  investment  contracts)  that  the
investments are supporting. The net interest effect of such swap transactions is
reported as an adjustment of interest income as incurred. The notional amount of
these contracts were $25,000,000 at December 31, 1997.

POSTRETIREMENT BENEFITS

The projected future cost of providing  postretirement  benefits, such as health
care and life  insurance,  is  recognized  as an  expense  as  employees  render
service.  See Note 8 for  further  disclosures  with  respect to  postretirement
benefits other than pensions.

IMPAIRMENT OF LOANS

SFAS No. 114,  "Accounting  by Creditors for Impairment of a Loan," and SFAS No.
118,  "Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosures,"  require that an impaired  mortgage  loan's fair value be measured
based on the  present  value of  future  cash  flows  discounted  at the  loan's
effective  interest rate, at the loan's  observable  market price or at the fair
value of the collateral if the loan is collateral  dependent.  If the fair value
of a  mortgage  loan is less  than the  recorded  investment  in the  loan,  the
difference is recorded as an allowance  for mortgage loan losses.  The change in
the allowance for mortgage loan losses is reported with realized gains or losses
on investments. Interest income on impaired loans is recognized on a cash basis.

PENDING ACCOUNTING STANDARD

SFAS No. 130, "Reporting Comprehensive Income," will be adopted in 1998 and will
require  disclosure  of  comprehensive  income  which  includes  the  change  in
unrealized  investment  gains and losses.  The  comprehensive  income  amount is
expected to be more volatile than net income.

RECLASSIFICATION

Certain  amounts  for 1996 and 1995 have been  reclassified  to  conform  to the
current year presentation.

2. DIVIDEND LIMITATIONS

Missouri has  legislation  that requires prior reporting of all dividends to the
Director of Insurance.  The Company, as a regulated life insurance company,  may
pay a dividend  from  unassigned  surplus  without the  approval of the Missouri
Department  of  Insurance  if the  aggregate  of all  dividends  paid during the
preceding  12-month  period  does not  exceed the  greater  of 10% of  statutory
stockholder's  equity at the end of the preceding calendar year or the statutory
net gain from  operations  for the  preceding  calendar  year.  A portion of the
statutory equity of the Company that is available for dividends would be subject
to  additional   federal   income  taxes  should   distribution   be  made  from
"policyholders' surplus" (see Note 7).

As of December 31, 1997 and 1996, the Company's statutory  stockholder's  equity
was  $188,193,000  and  $171,240,000,  respectively.  Statutory  net  gain  from
operations  and net  income  for each of the  three  years in the  period  ended
December 31, 1997 were as follows:





                                                                     YEAR ENDED DECEMBER 31
                                                             1997             1996             1995
                                                      -----------------------------------------------------
                                                                         (In Thousands)

                                                                                          
Net gain from operations                                     $18,545           $10,898          $8,309
Net income                                                    14,540            10,381           9,418


3. INVESTMENT OPERATIONS

The Company's investments in securities are summarized as follows:





                                                                  DECEMBER 31, 1997

                                            ---------------------------------------------------------------
                                                                 GROSS          GROSS
                                               AMORTIZED      UNREALIZED      UNREALIZED        FAIR
                                                  COST           GAINS          LOSSES          VALUE

                                            ---------------------------------------------------------------
                                                                    (In Thousands)

Fixed maturities:

   U.S. Treasury securities and obligations
     of U.S. government corporations and

                                                                                         
     agencies                                 $     67,406       $  1,233     $    (46)     $     68,593
   Obligations of states and political
     subdivisions                                   36,053          1,472           (9)           37,516
   Debt securities issued by foreign
     governments                                     3,975            121         (126)            3,970
   Corporate securities                            427,242          8,955       (2,004)          434,193
   Mortgage-backed securities                      755,467         10,153       (2,330)          763,290
   Redeemable preferred stocks                      18,315            206          (65)           18,456
                                            ---------------------------------------------------------------
Total                                            1,308,458         22,140       (4,580)        1,326,018
Equity securities                                   46,807         12,419       (1,420)           57,806
                                            ---------------------------------------------------------------
                                                $1,355,265        $34,559      $(6,000)       $1,383,824
                                            ===============================================================



3. INVESTMENT OPERATIONS (CONTINUED)





                                                                  DECEMBER 31, 1996

                                            ---------------------------------------------------------------
                                                                 GROSS          GROSS
                                               AMORTIZED      UNREALIZED      UNREALIZED        FAIR
                                                  COST           GAINS          LOSSES          VALUE

                                            ---------------------------------------------------------------
                                                                    (In Thousands)

Fixed maturities:

   U.S. Treasury securities and obligations
     of U.S. government corporations and

                                                                                         
     agencies                                  $   119,125       $  1,571     $     (802)    $   119,894
   Obligations of states and political
     subdivisions                                   40,052            773            (93)         40,732
   Debt securities issued by foreign
     governments                                     4,471            166           (267)          4,370
   Corporate securities                            426,286          6,472         (3,786)        428,972
   Mortgage-backed securities                      687,455          6,031         (8,147)        685,339
   Redeemable preferred stocks                       9,499            157            (29)          9,627
                                            ---------------------------------------------------------------
Total                                            1,286,888         15,170        (13,124)      1,288,934
Equity securities                                   28,644          4,875         (1,169)         32,350
                                            ---------------------------------------------------------------
                                                $1,315,532        $20,045       $(14,293)     $1,321,284
                                            ===============================================================


The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1997, by contractual maturity, are as follows.  Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or  prepay  obligations  with or  without  call  or  prepayment  penalties.
Maturities  of  mortgage-backed  securities  have  not  been  set  forth  in the
following table, as such securities are not due at a single maturity date:



                                                       AMORTIZED COST       FAIR VALUE

                                                     ------------------------------------
                                                               (In Thousands)

                                                                             
Due in one year or less                                 $     59,899      $     59,517
Due after one year through five years                        140,594           142,573
Due after five years through 10 years                        266,145           271,715
Due after 10 years                                            86,353            88,923
                                                     ------------------------------------
                                                             552,991           562,728
Mortgage-backed securities                                   755,467           763,290
                                                     ------------------------------------
Total fixed maturity securities                           $1,308,458        $1,326,018
                                                     ====================================



3. INVESTMENT OPERATIONS (CONTINUED)

The majority of the Company's mortgage loan portfolio is secured by real estate.
The following table presents  information  about the location of the real estate
that secures mortgage loans in the Company's portfolio:




                                     CARRYING AMOUNT AS OF DECEMBER 31,
                                          1997              1996

                                    ------------------------------------
                                              (In Thousands)

State:

                                                           
   California                             $  71,675        $  68,399
   Arizona                                   65,030           51,515
   Texas                                     60,821           59,404
   Missouri                                  51,839           34,400
   Oklahoma                                  47,569           32,809
   Florida                                   42,549           30,790
   Washington                                39,824           34,614
   Utah                                      37,821           25,383
   Kansas                                    34,267           34,069
   Other                                    390,754          332,973
                                    ------------------------------------
                                           $842,149         $704,356
                                    ====================================


The following  table lists the Company's  investment in impaired  mortgage loans
and related  allowance for credit losses at December 31. The table also includes
the  average  recorded  investment  in  impaired  loans and  interest  income on
impaired loans:





                                                                     1997          1996         1995
                                                                ------------------------------------------
                                                                              (In Thousands)

                                                                                            
Impaired mortgage loans                                               $1,069        $2,516        $5,160
Allowance for credit losses                                              244           691         1,651
                                                                -------------------------------------------
Net recorded investment in impaired loans                            $   825        $1,825        $3,509
                                                                ===========================================

Average recorded investment in impaired loans                         $1,325        $2,667        $2,902
                                                                ===========================================

Interest income on impaired loans                                   $     57       $   115       $   403
                                                                ===========================================




3. INVESTMENT OPERATIONS (CONTINUED)

Bonds,  mortgage  loans,   preferred  stocks  and  common  stocks  approximating
$4,600,000  and  $4,200,000  were on  deposit  with  regulatory  authorities  at
December 31, 1997 and 1996, respectively.

Set forth below is a summary of consolidated net investment income for the years
ended December 31:





                                                               1997            1996            1995
                                                          -------------------------------------------------
                                                                           (In Thousands)

Fixed maturities:

                                                                                           
   Bonds                                                       $  92,741      $  86,066       $  73,930
   Redeemable preferred stocks                                     1,309            814           1,176

Equity securities:

   Common stocks                                                     793            579             521
   Nonredeemable preferred stocks                                    541            438             330
Mortgage loans on real estate                                     66,053         52,973          41,770
Policy loans                                                       3,906          3,953           3,952
Short-term investments                                             2,955          3,016           4,779
Other                                                              1,223            269             340
                                                          -------------------------------------------------
                                                                 169,521        148,108         126,798
Less:

   Investment income from discontinued operations                      -              -             211
   Investment expenses                                             2,175          2,479           1,982
                                                          =================================================
Net investment income from continuing operations                $167,346       $145,629        $124,605
                                                          =================================================



3. INVESTMENT OPERATIONS (CONTINUED)

Realized  gains  (losses) on securities  disposed of during 1997,  1996 and 1995
consisted of the following:




                                                           1997              1996              1995

                                                   --------------------------------------------------------
                                                                       (In Thousands)

Fixed maturity securities:

                                                                                          
   Gross realized gains                                   $10,499              $7,953          $10,246
   Gross realized losses                                   (4,690)             (1,622)          (4,388)
Equity securities:

   Gross realized gains                                     3,204               2,001            1,789
   Gross realized losses                                     (777)                  -             (376)
Other investments                                          (3,115)             (2,426)          (2,981)
                                                   --------------------------------------------------------
Net realized gains                                       $  5,121              $5,906         $  4,290
                                                   ========================================================


Sales of investments in securities in 1997, 1996 and 1995,  excluding maturities
and calls,  resulted  in gross  realized  gains of  $8,362,000,  $9,798,800  and
$11,887,000 and gross realized  losses of $1,017,000,  $1,290,500 and $4,564,000
respectively.

The net carrying value of nonincome-producing  investments at December 31, 1996,
which were nonincome  producing during the year,  consisted of mortgage loans of
$1,293,000  and  bonds  of  $1,200,000.   There  were  no  nonincome   producing
investments at December 31, 1997.

4. INVESTMENT CONTRACTS

The  carrying  amounts  and  fair  values  of  the  Company's   liabilities  for
investment-type  insurance  contracts  (included with future policy benefits and
contract account balances in the balance sheet) at December 31 are as follows:





                                                        1997                             1996
                                           -------------------------------- --------------------------------
                                               CARRYING         FAIR           CARRYING          FAIR
                                                AMOUNT          VALUE           AMOUNT          VALUE
                                           -------------------------------- --------------------------------
                                                                    (In Thousands)

                                                                                          
Guaranteed investment contracts               $   660,782     $   662,281      $   596,499    $   598,241
Flexible and single premium
   deferred annuities                             539,616         516,343          501,322        480,085
Separate accounts                                  76,964          77,505                -              -
                                           -----------------------------------------------------------------
Total investment-type insurance
   contracts                                   $1,277,362      $1,256,129       $1,097,821     $1,078,326
                                           =================================================================


4. INVESTMENT CONTRACTS (CONTINUED)

Fair values of the Company's insurance contracts other than investment contracts
are not required to be disclosed.  However, the fair values of liabilities under
all insurance  contracts are taken into  consideration in the Company's  overall
management of interest rate risk which minimizes  exposure to changing  interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance contracts.

5. COMMITMENTS AND CONTINGENCIES

The Company  leases  equipment and certain office  facilities  from others under
operating leases through 2003. Certain other equipment and facilities are rented
monthly.  Rental expense  amounted to $2,137,000,  $2,117,000 and $2,742,000 for
the years ended December 31, 1997, 1996 and 1995,  respectively.  As of December
31, 1997, the minimum future payments under  noncancelable  operating leases for
each of the next  five  years  and in the  aggregate  subsequent  to 2002 are as
follows:

1998                                              $1,093,000
1999                                                 945,000
2000                                                 491,000
2001                                                 386,000
2002                                                 168,000
Subsequent to 2002                                     2,000
                                            ===================
Total                                             $3,085,000

                                            ===================

Total  outstanding  commitments  to fund  mortgage  loans were  $74,496,000  and
$46,735,000 at December 31, 1997 and 1996, respectively.

The Company and its subsidiaries are parties to certain claims and legal actions
arising  during the ordinary  course of business.  In the opinion of management,
after  consulting  with legal counsel,  these matters will not have a materially
adverse effect on the operations or financial position of the Company.

6. PROPERTY, EQUIPMENT AND SOFTWARE

A  summary  of  property,  equipment  and  software  at  December  31 and  their
respective depreciation rates is as follows:




                                                        RATE OF
                                                      DEPRECIATION            1997             1996
                                                   ------------------- ------------------------------------
                                                                                 (In Thousands)

Home office building, including land with

                                                                                        
   a cost of $425,000                                      2%                 $23,158           $23,158
Other real estate not held-for-sale or
   rental                                                  4%                     973             1,126
Less accumulated depreciation                                                 (12,530)          (11,963)
                                                                       ------------------------------------
                                                                               11,601            12,321

Equipment and software                                   5%-33%                23,937            29,010
Less accumulated depreciation                                                 (18,785)          (22,441)
                                                                       ------------------------------------
                                                                                5,152             6,569
                                                                       ------------------------------------
Total property, equipment and software                                        $16,753           $18,890
                                                                       ====================================


7. FEDERAL INCOME TAXES

The  components of the provision for income taxes and the temporary  differences
generating deferred income taxes for the years ended December 31 are as follows:





                                                                 1997           1996            1995
                                                            -----------------------------------------------
                                                                            (In Thousands)

                                                                                           
Current                                                           $10,948       $  6,757       $  4,830

Deferred:

   Deferred policy acquisition costs                                  143          1,322          4,139
   Future policy benefits                                           3,783          2,424          4,010
   Accrual of discount                                                197            408            494
   Tax on realized gains greater than book                            571         (1,076)        (1,034)
   Recognition of tax effect previously  deferred on sale of
      affiliate stock in prior period                             (11,169)             -              -
   Employee benefit plans                                          (2,206)            86           (148)
   Other, net                                                         265            982           (436)
                                                            -----------------------------------------------
                                                                   (8,416)         4,146          7,025
                                                            -----------------------------------------------
Total                                                               2,532         10,903         11,855

Less taxes from discontinued operations:

   Current                                                              -           (149)         1,539
   Deferred                                                             -            884          1,813
                                                            -----------------------------------------------
                                                                        -            735          3,352
                                                            -----------------------------------------------
Total taxes from continuing operations                           $  2,532        $10,168       $  8,503
                                                            ===============================================


The Company did not record any valuation  allowances against deferred tax assets
at December 31, 1995, 1996 or 1997.

7. FEDERAL INCOME TAXES (CONTINUED)

Total taxes vary from the amounts  computed by applying  the federal  income tax
rate of 35% to earnings from continuing operations for the following reasons:





                                                                       1997         1996         1995
                                                                  -----------------------------------------
                                                                               (In Thousands)

Application of statutory rate to earnings before taxes

                                                                                            
   on income                                                          $13,552      $  9,888       $8,375
Tax-exempt municipal bond interest and dividends
   received deductions                                                   (361)         (291)        (293)
Recognition of tax effect previously  deferred on sale of
   affiliate stock in a prior period                                  (11,169)            -            -
Other                                                                     510           571          421
                                                                  -----------------------------------------
                                                                     $  2,532       $10,168       $8,503
                                                                  =========================================


The  significant  components  comprising  the Company's  deferred tax assets and
liabilities as of December 31, 1997 and 1996 are as follows:





                                                                         1997                 1996
                                                                 ------------------------------------------
Deferred tax liabilities:

                                                                                             
   Deferred acquisition costs                                             $29,641              $27,426
   Tax effect of sale of affiliates stock                                       -               14,169
   Unrealized investment gains and losses                                   7,735                1,987
   Other                                                                    9,655                5,532
                                                                 ------------------------------------------
Total deferred tax liability                                               47,031               49,114

Deferred tax assets:

   Reserve for future policy benefits                                      21,411               23,012
   Accrued expenses                                                         8,504                6,636
   Other                                                                    4,872                4,554
                                                                 ------------------------------------------
Total deferred tax assets                                                  34,787               34,202
                                                                 ==========================================
Net deferred tax liability                                                $12,244              $14,912
                                                                 ==========================================


7. FEDERAL INCOME TAXES (CONTINUED)

Certain  amounts  that were not  currently  taxed  under  pre-1984  tax law were
credited to a "policyholders' surplus" account. This account is frozen under the
1984 Tax Act and is taxable only when  distributed to stockholders at which time
it is taxed at regular  corporate  rates.  The  "policyholders'  surplus" of the
Company  approximates   $87,000,000.   The  Company  has  no  present  plan  for
distributing the amount in "policyholders' surplus." Consequently,  no provision
has been made in the  consolidated  financial  statements for the taxes thereon.
However,  if such taxes were  assessed,  the  amount of taxes  payable  would be
approximately $30,000,000.

Earnings taxed on a current basis are accumulated in a  "shareholder's  surplus"
account and can be distributed to the shareholder without tax. The shareholder's
surplus amounted to approximately $247,000,000 at December 31, 1997.

8. BENEFIT PLANS

TRUSTEED EMPLOYEE RETIREMENT PLAN AND JONES & BABSON, INC. PENSION PLAN

The Company has a trusteed employee  retirement plan for the benefit of salaried
employees  who have reached age 21 and who have  completed  one year of service.
The plan, which is administered by an Employees' Retirement Committee consisting
of at least three  officers  appointed by the Board of Directors of the Company,
provides for normal retirement at age 65 or earlier  retirement based on minimum
age and  service  requirements.  Retirement  may be  deferred  to age  70.  Upon
retirement,  the retirees  receive monthly benefit  payments from the plan's BMA
group pension investment  contract.  During 1997,  approximately $4.3 million of
annual  benefits were covered by a group pension  investment  contract issued by
the Company.  Assets of the plan, primarily equities, are held by three trustees
appointed by the Board of Directors.

The  Company's  subsidiary,  Jones & Babson,  Inc.,  had a pension plan covering
substantially  all employees.  As of January 5, 1995,  that plan was merged into
the  trusteed  plan for BMA  salaried  employees.  The  benefits for the Jones &
Babson,  Inc.  employees  in the merged  plan were the same as  provided  in the
previous  Jones & Babson,  Inc.  pension plan.  Effective  January 1, 1997,  the
benefit formula for the Jones & Babson, Inc.

8. BENEFIT PLANS (CONTINUED)

employees  was changed to be  identical  with the benefit  formula  used for BMA
employees.  All benefits  accrued prior to January 1, 1997 have been  preserved.
Employees of the Company's  subsidiary,  BMA Financial  Services,  Inc.,  became
eligible to participate in the Company's plan effective January 1, 1995.

The following table sets forth the plan's funded status at December 31:





                                                                                  1997           1996
                                                                             ------------------------------
                                                                                     (In Thousands)

Actuarial present value of accumulated benefit obligations:

                                                                                                
   Vested                                                                         $ 50,968       $ 45,377
   Non-vested                                                                        1,397          1,296
                                                                             ------------------------------
Total                                                                             $ 52,365       $ 46,673
                                                                             ==============================

Projected benefit obligation for service rendered to date                         $(62,683)      $(57,186)
Plan assets at fair value                                                           85,605         79,679
                                                                             ------------------------------
Plan assets in excess of projected benefit obligation                               22,922         22,493

Unrecognized net gain from past experience different from that assumed

   and effects of changes in assumptions                                           (23,519)       (24,732)
Prior service cost not yet recognized in net periodic
   pension cost                                                                      2,034          2,607
Unrecognized net asset at January 1, 1987 being recognized over
   15 years                                                                         (1,177)        (1,471)
Adjustment to recognize minimum liability                                              (50)           (57)
                                                                             ------------------------------
Prepaid (accrued) pension cost                                                  $      210      $  (1,160)
                                                                             ==============================






                                                                     1997          1996           1995
                                                                --------------------------------------------
Net pension cost included the following components:

                                                                                              
   Service cost - benefits earned during the period                  $  1,767        $1,797       $  1,758
   Interest cost on projected benefit obligation                        4,374         4,195          4,089
   Actual return on plan assets                                       (10,316)       (9,745)       (12,888)
   Net amortization and deferral                                        2,812         3,102          7,019
                                                                --------------------------------------------
Net pension benefit                                                  $ (1,363)      $  (651)    $      (22)
                                                                ============================================


8. BENEFIT PLANS (CONTINUED)

In determining the actuarial present value of the projected benefit  obligation,
the  weighted-average  discount rate utilized was 7.5% for 1997, 8% for 1996 and
7.5% for 1995, and the rate of increase in future  compensation  levels used was
5% for  1997,  5.5% for 1996 and 5% for 1995.  The  expected  long-term  rate of
return on assets was 8% in 1997, 1996 and 1995.

SUPPLEMENTAL RETIREMENT PROGRAMS AND DEFERRED COMPENSATION PLAN

The Company has supplemental  retirement  programs for senior executive officers
and for group sales managers and group sales persons who are participants in the
trusteed  retirement plan. These programs are not qualified under Section 401(a)
of the Internal  Revenue Code and are not prefunded.  Benefits are paid directly
by the Company as they become due.  Benefits are equal to an amount  computed on
the  same  basis  as  under  the  trusteed  retirement  plan  (except  incentive
compensation  is included  and  limitations  under  Sections  401 and 415 of the
Internal  Revenue Code are not considered) less the actual benefit payable under
the trusteed plan.

The Company also has a deferred  compensation  plan for the  Company's  managers
that provides  retirement benefits based on renewal premium income at retirement
resulting  from the sales unit  developed  by the  manager.  This program is not
qualified  under  Section  401(a)  of  the  Internal  Revenue  Code  and  is not
prefunded.  As of  January  1, 1987,  the plan was  frozen  with  respect to new
entrants.  Currently,  there are two  managers  who have not retired and will be
entitled to future  benefits under the program.  The actuarial  present value of
benefits shown below includes these active managers, as well as all managers who
have retired and are entitled to benefits under the program.

8. BENEFIT PLANS (CONTINUED)

The following table sets forth the combined  supplemental  retirement  programs'
and deferred compensation plan's funded status at December 31:





                                                                                   1997          1996
                                                                              -----------------------------
                                                                                     (In Thousands)

Actuarial present value of accumulated benefit obligations:

                                                                                               
   Vested                                                                        $   9,964     $   8,535
   Non-vested                                                                          136           234
                                                                              -----------------------------
Total                                                                             $ 10,100     $   8,769
                                                                              =============================


Projected benefit obligation for service rendered to date                         $(11,281)     $(10,178)
Unrecognized net loss from past experience different from that assumed
   and effects of changes in assumptions                                             2,260         1,319
Prior service cost not yet recognized in net periodic pension
   cost                                                                                678           856
Unrecognized net obligation at January 1, 1987 being recognized
   over 15 years                                                                       729           911
Adjustment required to recognize minimum liability                                  (2,486)       (1,677)
                                                                              -----------------------------
Accrued pension liability                                                         $(10,100)    $  (8,769)
                                                                              =============================






                                                                      1997          1996         1995
                                                                 ------------------------------------------
Net pension cost included the following components:

                                                                                            
   Service cost - benefits earned during the period                  $   190       $   189       $   197
   Interest cost on projected benefit obligation                         783           761           651
   Net amortization and deferral                                         469           513           371
                                                                 ------------------------------------------
Net pension cost                                                      $1,442        $1,463        $1,219
                                                                 ==========================================


In determining the actuarial present value of the projected benefit  obligation,
the  weighted-average  discount rate utilized was 7.5% for 1997, 8% for 1996 and
7.5% for 1995.  The rate of increase in future  compensation  levels used was 5%
for 1997, 5.5% for 1996 and 5% for 1995.

8. BENEFIT PLANS (CONTINUED)

SAVINGS AND INVESTMENT PLANS

The Company has savings and investment  plans qualifying under Section 401(k) of
the Internal Revenue Code.  Employees and sales  representatives are eligible to
participate after one year of service. Participant contributions are invested by
the trustees for the plans at the  direction  of the  participant  in any one or
more of four  investment  funds.  The Company makes  matching  contributions  in
varying amounts. The Company's matching  contributions amounted to $1,099,000 in
1997,  $1,284,000 in 1996 and $1,336,000 in 1995.  Participants are fully vested
in the Company match after five years of service.

The  Company  has a field  force  retirement  plan for the benefit of agents and
managers.  The plan is a  defined  contribution  plan  with  contributions  made
entirely by the Company.  Each agent or manager  under a standard  contract with
one year of service  with the Company is eligible  to  participate.  The Company
makes an  annual  contribution  for  each  participant  equal to 3% of  eligible
earnings up to the Social  Security wage base and 6% of eligible  earnings which
are in excess of the Social Security wage base. Each participant is fully vested
in his  retirement  account after five years of service.  Assets of the plan are
deposited in a retirement trust fund and maintained by the plan trustees who are
appointed by the Company.  The Company  incurred  costs  related to this plan of
$230,000 in 1997, $225,000 in 1996 and $420,000 in 1995.

DEFINED BENEFIT HEALTH CARE PLAN

In  addition to the  Company's  other  benefit  plans,  the Company  sponsors an
unfunded defined benefit health care plan that provides  postretirement  medical
benefits to full-time employees for whom the sum of the employee's age and years
of service  equals or exceeds 75, with a minimum  age  requirement  of 50 and at
least 10 years of service. The plan is contributory,  with retiree contributions
adjusted annually,  and contains other cost-sharing features such as deductibles
and coinsurance.  The accounting for the plan anticipates a future  cost-sharing
arrangement with retirees that is consistent with the Company's past practices.

8. BENEFIT PLANS (CONTINUED)

The following table presents the plan's funded status at December 31:





                                                                               1997            1996
                                                                          ---------------------------------
                                                                                   (In Thousands)

Accumulated postretirement benefit obligation:

                                                                                              
   Retirees                                                                     $  9,636        $10,199
   Active plan participants                                                        1,854          2,054
                                                                          ---------------------------------
                                                                                  11,490         12,253

Plan assets at fair value                                                              -              -

                                                                          ---------------------------------
Accumulated postretirement benefit obligation in excess of plan

   assets                                                                         11,490         12,253
Unrecognized net loss                                                               (268)          (125)
Unrecognized transition obligation                                                (4,872)        (5,199)
Unrecognized prior service costs                                                  (2,808)        (4,008)
                                                                          ---------------------------------
Accrued postretirement benefit cost                                             $  3,542       $  2,921
                                                                          =================================


Net periodic postretirement benefit cost includes the following components:





                                                                       1997         1996         1995
                                                                  -----------------------------------------
                                                                               (In Thousands)

                                                                                            
Service cost                                                          $   122       $   118      $   153
Interest cost                                                             878           867          771
Amortization of transition obligation over 20 years                       327           327          511
Amortization of past service costs                                        407           407            -
                                                                  -----------------------------------------
Net periodic postretirement benefit cost                               $1,734        $1,719       $1,435
                                                                  =========================================


The  weighted-average  annual assumed rate of increase in the per capita cost of
covered  benefits (i.e.,  health care cost trend rate) varies per year, equal to
the maximum  contractual  increase of the  Company's  contribution.  Because the
Company's future contributions are contractually  limited as discussed above, an
increase  in the health  care cost trend rate has a minimal  impact on  expected
benefit payments.

8. BENEFIT PLANS (CONTINUED)

The   weighted-average   discount  rate  used  in  determining  the  accumulated
postretirement benefit obligation was 7.25%, 7.5% and 7.5% at December 31, 1997,
1996 and 1995 respectively.

During the year ended December 31, 1995,  the Company  recognized a reduction in
the accumulated  postretirement  benefit obligation of approximately  $3,165,000
from a  curtailment  of the  plan due to the  disposal  of its  medical  line of
business. The decrease in the accumulated  postretirement benefit obligation has
been  directly  offset by a reduction of the remaining  unrecognized  transition
obligation.  The Company also adopted certain plan  amendments  during 1995 that
resulted in an increase to the accumulated  postretirement benefit obligation of
approximately $4,415,000 related to prior service rendered by plan participants.
This amount has been deferred and will be amortized  over the remaining  service
period of active plan participants.

9. REINSURANCE

The Company actively solicits reinsurance from other companies. The Company also
cedes  portions of the  insurance it writes as described in the next  paragraph.
The effect of reinsurance on premiums earned from  continuing  operations was as
follows:




                                                                  1997           1996           1995
                                                             ----------------------------------------------
                                                                            (In Thousands)

                                                                                            
Direct                                                            $118,192       $124,912       $153,476
Assumed                                                            134,541        116,154        102,212
Ceded                                                              (54,613)       (38,114)       (77,604)
                                                             ----------------------------------------------
Total net premium                                                  198,120        202,952        178,084
Less net premium from discontinued operations                            -              -            430
                                                             ----------------------------------------------
Total net premium from continuing operations                      $198,120       $202,952       $177,654
                                                             ==============================================


The Company reinsures with other companies  portions of the insurance it writes,
thereby  limiting  its  exposure  on larger  risks.  Normal  retentions  without
reinsurance  are $750,000 on an individual  life policy,  $750,000 on individual
life insurance assumed and $200,000 on an individual life insured under a single
group life policy.  As of December 31, 1997, the Company had ceded to other life
insurance  companies  individual life insurance in force of approximately  $24.1
billion and group life of approximately $654 million.

9. REINSURANCE (CONTINUED)

Benefits  and  reserves  ceded  to  other  insurers   amounted  to  $42,069,000,
$28,132,000 and  $53,672,000  during the years ended December 31, 1997, 1996 and
1995,  respectively.  At December 31, 1997 and 1996,  policy  reserves  ceded to
other insurers were  $55,568,000 and $43,573,000,  respectively.  Claim reserves
ceded  amounted to  $16,432,000  and  $14,604,000 at December 31, 1997 and 1996,
respectively.  The Company remains  contingently liable on all reinsurance ceded
by it to others.  This contingent  liability would become an actual liability in
the event an assuming reinsurer should fail to perform its obligations under its
reinsurance agreement with the Company.

10. RELATED-PARTY TRANSACTIONS

The Company  reimburses  Generali's U.S. branch for certain expenses incurred on
the Company's  behalf.  These expenses were not material in 1997,  1996 or 1995.
The Company  retrocedes a portion of the life  insurance it assumes to Generali.
In  accordance  with this  agreement,  the Company  ceded  premiums of $873,000,
$1,035,000 and $1,023,000 during 1997, 1996 and 1995, respectively.  The Company
ceded no claims during 1997, 1996 or 1995.

In 1995, the Company entered into a modified coinsurance agreement with Generali
to cede 50% of certain  single-premium  deferred annuity  contracts  issued.  In
accordance  with this  agreement,  $35 million,  $60 million and $137 million in
account  balances were ceded to Generali in 1997,  1996 and 1995,  respectively,
and Generali loaned such amounts back to the Company. Account balances ceded and
loaned back at December  31, 1997 and 1996 were $213  million and $193  million,
respectively.  The recoverable amount from Generali was offset against the loan.
The net  expense  related  to this  agreement  was  $1,895,000,  $1,344,000  and
$136,000 for the years ended December 31, 1997, 1996 and 1995, respectively. The
Company held  payables to Generali of $799,000 and $972,000 at December 31, 1997
and 1996, respectively.

11. STOCKHOLDER'S EQUITY

The components of the balance sheet caption "net  unrealized gain on securities"
in stockholder's equity are summarized as follows:





                                                                             1997              1996
                                                                       ------------------------------------
                                                                                 (In Thousands)

Net unrealized gains (losses) on securities:

                                                                                             
   Fixed maturities                                                           $17,560           $2,046
   Equity securities                                                           10,999            3,706
   Securities held in separate account                                            334                -
                                                                       ------------------------------------
Net unrealized gains (losses)                                                  28,893            5,752

Adjustment to deferred policy acquisition costs                                (7,224)             (35)
Adjustment to unearned revenue reserve                                            430              (44)
Deferred income taxes                                                          (7,735)          (1,987)
                                                                       ------------------------------------
Net unrealized gains (losses)                                                 $14,364           $3,686
                                                                       ====================================



12. DISCONTINUED OPERATIONS

In June of 1994,  the Company  adopted a plan to dispose of its medical  line of
business.   Accordingly,   the  medical  line  of  business  was   considered  a
discontinued  operation for the years ended 1996 and 1995, and the  consolidated
financial  statements  report separately the net assets and operating results of
the discontinued operations.

During 1994,  the Company  entered into an agreement to dispose of the Company's
Kansas and Missouri group medical  business and sell the Company's  wholly-owned
HMO, BMA Selectcare.  The transaction closed on December 31, 1994. The agreement
provided for the full  reinsurance  of the Company's  Kansas and Missouri  group
medical business  through the renewal dates of the related group contracts.  The
estimated  gain on disposal of this business was recorded in 1994. An additional
gain  of  $661,000,  net  of  tax,  was  recorded  in  1995  reflecting  various
adjustments to initial estimates.

The  Company  also  entered  into an  agreement  during  1994 to  dispose of the
remainder  of its  medical  line of  business  effective  January 1, 1995.  This
transaction closed January 31, 1995 and, accordingly,  was reflected in the 1995
financial   statements.   The  agreement   provided  for  the   reinsurance   of
substantially all of the Company's remaining group and

12. DISCONTINUED OPERATIONS (CONTINUED)

individual  medical business through the renewal dates of the related contracts.
Under the  agreement,  the  Company  continued  to remain  primarily  liable for
claims,  billing and receipts through the next anniversary dates of the policies
reinsured. The estimated gain on disposal of this business of $5,694,000, net of
income taxes,  was recorded in 1995. An additional  gain of  $1,416,000,  net of
income taxes,  was recorded in 1996  reflecting  various  adjustments to initial
estimates.

13. IMPACT OF YEAR 2000 (UNAUDITED)

Some of the Company's computer systems were written using two digits rather than
four to define the applicable year. As a result, those computer systems will not
recognize the year 2000 which,  if not  corrected,  could cause  disruptions  of
operations,  including, among other things, an inability to process transactions
or engage in similar normal business activities.

The Company  has  developed a plan to modify its  information  technology  to be
ready  for the year  2000 and has  begun  converting  critical  data  processing
systems. The Company currently expects the project to be substantially  complete
by late 1998 which is prior to any anticipated  impact on its operating systems.
Based on this plan, the Company does not believe that the costs to complete such
system modifications or replacements will be material to the Company's financial
statements.





                                   APPENDIX A
                          ILLUSTRATION OF POLICY VALUES

In  order  to show  You how the  Policy  works,  We  created  some  hypothetical
examples.  We  chose  two  males  ages  45 and  55  and a  female  age  50.  Our
hypothetical insureds are in good health, do not smoke and qualify for preferred
non-tobacco  rates. The initial and Planned Premiums are shown in the upper left
hand corner of each illustration.  The Death Proceeds,  Accumulation  Values and
Cash  Surrender  Values would be lower if the Primary  Insured was in a standard
non-tobacco,  tobacco or special Rate Class since the cost of insurance  charges
would increase.
   
There are three  illustrations  -- all of which are based on the above.  We also
assumed that the underlying  Investment  Option had gross rates of return of 0%,
6%, 12%. This means that the underlying Investment Option would earn these rates
of return before the deduction of the advisory fee and operating expenses.  When
these costs are taken into account,  the net annual investment return rates (net
of an average of approximately .905% for these charges) are approximately -.91%,
5.09% and 11.09%.  (Version A of the  illustrations  below) When these costs are
taken into account, the net annual investment return rates (net of an average of
approximately  .9462% for these  charges)  are  approximately  -.95%,  5.05% and
11.05%. (Version B of the illustrations below)    
   
It is  important  to be aware  that this  illustration  assumes a level  rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of Your Policy. In order to properly show You how
the Policy actually works, We calculated values for the Accumulation Value, Cash
Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit
minus any outstanding  loans and loan interest  accrued.  We used the charges We
described  in the Expenses  Section of the  Prospectus.  These  charges are: (1)
Premium Charge; (2) Policy Charge (3) Risk Charge. We also deducted for the cost
of insurance based on both the current charges and the guaranteed  charges.  The
values also  assume that each  Investment  Option will incur  expenses  annually
which are assumed to be .905% (Version A below ) and .9462% (Version B below) of
the average net assets of the Investment Option.  This is the average in 1997 or
estimated (for new Investment Options) through 1998. The illustration assumes no
loans were taken.    

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how the Premium grows if it was invested at 5% per year.

We will furnish  You,  upon  request,  a  comparable  personalized  illustration
reflecting the proposed insured's Age, Rate Class, Specified Amount, the Planned
Premiums,  and reflecting  both the current cost of insurance and the guaranteed
cost of insurance.



- --------------------------------------------------------------------------------------------------
                              ILLUSTRATIONS - VERSION A 


                                                                                       BMA

                                                                         CLARITY VARIABLE UNIVERSAL LIFE
                                                                        MALE AGE 45 PREFERRED NON-TOBACCO

Planned Premium:  $1,980                                                   ASSUMING GUARANTEED CHARGES

- ------------------------------------------------------- -------------------------------------------------------------------
              Premiums                       Death Proceeds                                   Accumulation Value
End of      Accumulated               Assuming Hypothetical Gross                        Assuming Hypothetical Gross
Policy         at 5%                  Annual Investment Return of                        Annual Investment Return of

 Year         Interest
              Per Year

- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross
                             (-.91% Net)      (5.09% Net)      (11.09% Net)     (-.91% Net)      (5.09% Net)      (11.09% Net)

- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                              
     1            2,079         150,000         150,000           150,000           1,054             1,141           1,227

     2            4,262         150,000         150,000           150,000           2,234             2,477           2,732

     3            6,554         150,000         150,000           150,000           3,355             3,833           4,352

     4            8,961         150,000         150,000           150,000           4,417             5,205           6,098

     5           11,488         150,000         150,000           150,000           5,415             6,591           7,977

     6           14,141         150,000         150,000           150,000           6,348             7,988          10,002

     7           16,927         150,000         150,000           150,000           7,208             9,389          12,181

     8           19,853         150,000         150,000           150,000           7,986            10,785          14,522

     9           22,924         150,000         150,000           150,000           8,675            12,168          17,037

    10           26,149         150,000         150,000           150,000           9,265            13,526          19,735

    11           29,536         150,000         150,000           150,000           9,818            14,945          22,757

    12           33,092         150,000         150,000           150,000          10,256            16,329          26,020

    13           36,825         150,000         150,000           150,000          10,573            17,674          29,550

    14           40,746         150,000         150,000           150,000          10,759            18,970          33,377

    15           44,862         150,000         150,000           150,000          10,799            20,199          37,529

    16           49,184         150,000         150,000           150,000          10,677            21,345          42,039

    17           53,722         150,000         150,000           150,000          10,373            22,388          46,948

    18           58,487         150,000         150,000           150,000           9,862            23,300          52,297

    19           63,491         150,000         150,000           150,000           9,110            24,049          58,138

    20           68,744         150,000         150,000           150,000           8,084            24,597          64,533





          Initial Specified Amount:  $150,000
                 Death Benefit Option:  Level

- ----------------------------------------------
           Cash Surrender Value
       Assuming Hypothetical Gross
       Annual Investment Return of

- ---------------------------------------------
 0% Gross        6 % Gross        12% Gross
(-.91% Net)     (5.09% Net)      (11.09% Net)

- -----------    -------------    -------------
                                   
       0                0                0

       0                2              257

     880            1,358            1,877

   1,942            2,730            3,623

   3,360            4,536            5,922

   4,689            6,329            8,343

   5,970            8,152           10,944

   7,168            9,967           13,705

   8,253           11,746           16,616

   9,265           13,526           19,735

   9,818           14,945           22,757

  10,256           16,329           26,020

  10,573           17,674           29,550

  10,759           18,970           33,377

  10,799           20,199           37,529

  10,677           21,345           42,039

  10,373           22,388           46,948

   9,862           23,300           52,297

   9,110           24,049           58,138

   8,084           24,597           64,533
<FN>
The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time. 
</FN>





                                                                                       BMA

                                                                         CLARITY VARIABLE UNIVERSAL LIFE
                                                                        MALE AGE 45 PREFERRED NON-TOBACCO

Planned Premium:  $1,980                                                     ASSUMING CURRENT CHARGES

- ------------------------------------------------------- -------------------------------------------------------------------
              Premiums                       Death Proceeds                                   Accumulation Value
End of      Accumulated               Assuming Hypothetical Gross                        Assuming Hypothetical Gross
Policy         at 5%                  Annual Investment Return of                        Annual Investment Return of
 Year         Interest
              Per Year

- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross
                             (-.91% Net)      (5.09% Net)      (11.09% Net)     (-.91% Net)      (5.09% Net)      (11.09% Net)

- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                              
     1           2,079          150,000         150,000           150,000           1,079             1,166           1,253

     2           4,262          150,000         150,000           150,000           2,361             2,611           2,871

     3           6,554          150,000         150,000           150,000           3,603             4,098           4,636

     4           8,961          150,000         150,000           150,000           4,806             5,632           6,564

     5          11,488          150,000         150,000           150,000           5,970             7,213           8,672

     6          14,141          150,000         150,000           150,000           7,095             8,844          10,981

     7          16,927          150,000         150,000           150,000           8,180            10,525          13,509

     8          19,853          150,000         150,000           150,000           9,224            12,258          16,280

     9          22,924          150,000         150,000           150,000          10,225            14,042          19,316

    10          26,149          150,000         150,000           150,000          11,180            15,877          22,644

    11          29,536          150,000         150,000           150,000          12,163            17,863          26,432

    12          33,092          150,000         150,000           150,000          13,095            19,911          30,603

    13          36,825          150,000         150,000           150,000          13,968            22,015          35,196

    14          40,746          150,000         150,000           150,000          14,785            24,183          40,265

    15          44,862          150,000         150,000           150,000          15,541            26,414          45,862

    16          49,184          150,000         150,000           150,000          16,172            28,650          51,998

    17          53,722          150,000         150,000           150,000          16,733            30,947          58,789

    18          58,487          150,000         150,000           150,000          17,231            33,316          66,322

    19          63,491          150,000         150,000           150,000          17,655            35,752          74,682

    20          68,744          150,000         150,000           150,000          18,005            38,261          83,974





            Initial Specified Amount:  $150,000
                   Death Benefit Option:  Level

- ------------------------------------------------
             Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of

- -----------------------------------------------
 0 % Gross        6 % Gross        12% Gross
(-.91% Net)      (5.09% Net)      (11.09% Net)

- -------------    -------------    -------------
                                     
         0                0                0

         0              136              396

     1,128            1,623            2,161

     2,331            3,157            4,089

     3,915            5,158            6,617

     5,436            7,185            9,322

     6,943            9,288           12,272

     8,407           11,440           15,462

     9,804           13,621           18,895

    11,180           15,877           22,644

    12,163           17,863           26,432

    13,095           19,911           30,603

    13,968           22,015           35,196

    14,785           24,183           40,265

    15,541           26,414           45,862

    16,172           28,650           51,998

    16,733           30,947           58,789

    17,231           33,316           66,322

    17,655           35,752           74,682

    18,005           38,261           83,974
<FN>
The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.
</FN>





                                                                                       BMA

                                                                         CLARITY VARIABLE UNIVERSAL LIFE
                                                                        MALE AGE 55 PREFERRED NON-TOBACCO

Planned Premium:  $3,654                                                   ASSUMING GUARANTEED CHARGES

- ------------------------------------------------------- ------------------------------------------------------------------- ------
              Premiums                       Death Proceeds                                   Accumulation Value
End of      Accumulated               Assuming Hypothetical Gross                        Assuming Hypothetical Gross
Policy         at 5%                  Annual Investment Return of                        Annual Investment Return of
 Year         Interest
              Per Year

- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross
                             (-.91% Net)      (5.09% Net)      (11.09% Net)     (-.91% Net)      (5.09% Net)      (11.09% Net)
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                              
     1           3,837          150,000         150,000           150,000           1,956             2,116           2,276
     2           7,865          150,000         150,000           150,000           3,956             4,402           4,870
     3          12,095          150,000         150,000           150,000           5,815             6,681           7,624
     4          16,537          150,000         150,000           150,000           7,529             8,944          10,551
     5          21,200          150,000         150,000           150,000           9,084            11,178          13,657
     6          26,097          150,000         150,000           150,000          10,468            13,370          16,954
     7          31,238          150,000         150,000           150,000          11,667            15,503          20,455
     8          36,637          150,000         150,000           150,000          12,660            17,556          24,167
     9          42,306          150,000         150,000           150,000          13,420            19,502          28,100
    10          48,258          150,000         150,000           150,000          13,921            21,311          32,268
    11          54,507          150,000         150,000           150,000          14,253            23,112          36,906
    12          61,069          150,000         150,000           150,000          14,279            24,740          41,880
    13          67,959          150,000         150,000           150,000          13,967            26,167          47,238
    14          75,194          150,000         150,000           150,000          13,287            27,361          53,040
    15          82,790          150,000         150,000           150,000          12,194            28,278          59,357
    16          90,767          150,000         150,000           150,000          10,622            28,854          66,267
    17          99,142          150,000         150,000           150,000           8,397            28,931          73,815
    18         107,936          150,000         150,000           150,000           5,574            28,544          82,218
    19         117,169          150,000         150,000           150,000           1,923            27,485          91,592
    20         126,864                0         150,000           150,000               0            25,593         102,159





            Initial Specified Amount:  $150,000
                   Death Benefit Option:  Level

- ------------------------------------------------
             Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- -----------------------------------------------
 0 % Gross        6 % Gross        12% Gross
(-.91% Net)      (5.09% Net)      (11.09% Net)
- -------------    -------------    -------------
                                     
         0                0                0
       302              748            1,216
     2,161            3,027            3,970
     3,875            5,290            6,897
     6,051            8,145           10,624
     8,020           10,922           14,506
     9,840           13,676           18,628
    11,454           16,350           22,961
    12,799           18,881           27,479
    13,921           21,311           32,268
    14,253           23,112           36,906
    14,279           24,740           41,880
    13,967           26,167           47,238
    13,287           27,361           53,040
    12,194           28,278           59,357
    10,622           28,854           66,267
     8,397           28,931           73,815
     5,574           28,544           82,218
     1,923           27,485           91,592
         0           25,593          102,159
<FN>
The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.
</FN>





                                                                                       BMA

                                                                         CLARITY VARIABLE UNIVERSAL LIFE
                                                                        MALE AGE 55 PREFERRED NON-TOBACCO

Planned Premium:  $3,654                                                     ASSUMING CURRENT CHARGES

- ------------------------------------------------------- ------------------------------------------------------------------- ------
              Premiums                       Death Proceeds                                   Accumulation Value
End of      Accumulated               Assuming Hypothetical Gross                        Assuming Hypothetical Gross
Policy         at 5%                  Annual Investment Return of                        Annual Investment Return of
 Year         Interest
              Per Year
- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross
                             (-.91% Net)      (5.09% Net)      (11.09% Net)     (-.91% Net)      (5.09% Net)      (11.09% Net)
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                              
     1           3,837          150,000         150,000           150,000           2,263             2,432           2,602
     2           7,865          150,000         150,000           150,000           4,676             5,164           5,674
     3          12,095          150,000         150,000           150,000           7,001             7,967           9,015
     4          16,537          150,000         150,000           150,000           9,236            10,841          12,654
     5          21,200          150,000         150,000           150,000          11,378            13,786          16,619
     6          26,097          150,000         150,000           150,000          13,428            16,808          20,949
     7          31,238          150,000         150,000           150,000          15,379            19,904          25,681
     8          36,637          150,000         150,000           150,000          17,231            23,077          30,861
     9          42,306          150,000         150,000           150,000          18,975            26,324          36,535
    10          48,258          150,000         150,000           150,000          20,597            29,638          42,754
    11          54,507          150,000         150,000           150,000          22,217            33,194          49,828
    12          61,069          150,000         150,000           150,000          23,726            36,857          57,662
    13          67,959          150,000         150,000           150,000          25,119            40,638          66,358
    14          75,194          150,000         150,000           150,000          26,395            44,544          76,035
    15          82,790          150,000         150,000           150,000          27,534            48,575          86,821
    16          90,767          150,000         150,000           150,000          28,228            52,486          98,728
    17          99,142          150,000         150,000           150,000          28,727            56,499         112,089
    18         107,936          150,000         150,000           150,000          29,063            60,662         127,150
    19         117,169          150,000         150,000           157,117          29,221            64,986         144,144
    20         126,864          150,000         150,000           174,444          29,163            69,470         163,031





            Initial Specified Amount:  $150,000
                   Death Benefit Option:  Level

- ------------------------------------------------
             Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of

- -----------------------------------------------
 0 % Gross        6 % Gross        12% Gross
(-.91% Net)      (5.09% Net)      (11.09% Net)

- -------------    -------------    -------------
                                     
         0                0                0
     1,022            1,510            2,020
     3,347            4,313            5,361
     5,582            7,187            9,000
     8,345           10,753           13,586
    10,980           14,360           18,501
    13,552           18,077           23,854
    16,025           21,871           29,655
    18,354           25,703           35,914
    20,597           29,638           42,754
    22,217           33,194           49,828
    23,726           36,857           57,662
    25,119           40,638           66,358
    26,395           44,544           76,035
    27,534           48,575           86,821
    28,228           52,486           98,728
    28,727           56,499          112,089
    29,063           60,662          127,150
    29,221           64,986          144,144
    29,163           69,470          163,031
<FN>
The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.
</FN>





                                                                                       BMA

                                                                         CLARITY VARIABLE UNIVERSAL LIFE
                                                                       FEMALE AGE 50 PREFERRED NON-TOBACCO

Planned Premium:  $2,232                                                   ASSUMING GUARANTEED CHARGES

- ------------------------------------------------------- ------------------------------------------------------------------- ------
              Premiums                       Death Proceeds                                   Accumulation Value
End of      Accumulated               Assuming Hypothetical Gross                        Assuming Hypothetical Gross
Policy         at 5%                  Annual Investment Return of                        Annual Investment Return of
 Year         Interest
              Per Year
- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross
                             (-.91% Net)      (5.09% Net)      (11.09% Net)     (-.91% Net)      (5.09% Net)      (11.09% Net)
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                            
     1         2,344          150,000         150,000           150,000           1,161             1,257           1,354
     2         4,804          150,000         150,000           150,000           2,441             2,712           2,995
     3         7,388          150,000         150,000           150,000           3,651             4,183           4,758
     4        10,101          150,000         150,000           150,000           4,793             5,663           6,648
     5        12,950          150,000         150,000           150,000           5,859             7,153           8,679
     6        15,941          150,000         150,000           150,000           6,849             8,650          10,864
     7        19,082          150,000         150,000           150,000           7,764            10,155          13,220
     8        22,379          150,000         150,000           150,000           8,604            11,668          15,769
     9        25,842          150,000         150,000           150,000           9,375            13,196          18,536
    10        29,478          150,000         150,000           150,000          10,072            14,735          21,544
    11        33,295          150,000         150,000           150,000          10,767            16,380          24,952
    12        37,303          150,000         150,000           150,000          11,368            18,028          28,670
    13        41,512          150,000         150,000           150,000          11,854            19,659          32,719
    14        45,931          150,000         150,000           150,000          12,198            21,246          37,119
    15        50,572          150,000         150,000           150,000          12,373            22,766          41,899
    16        55,444          150,000         150,000           150,000          12,367            24,204          47,106
    17        60,559          150,000         150,000           150,000          12,165            25,546          52,795
    18        65,931          150,000         150,000           150,000          11,763            26,789          59,041
    19        71,571          150,000         150,000           150,000          11,158            27,927          65,933
    20        77,493          150,000         150,000           150,000          10,333            28,944          73,564





            Initial Specified Amount:  $150,000
                   Death Benefit Option:  Level
- ------------------------------------------------
             Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- -----------------------------------------------
 0 % Gross        6 % Gross        12% Gross
(-.91% Net)      (5.09% Net)      (11.09% Net)
- -------------    -------------    -------------
                                
       0                0                0
       0              201              484
   1,143            1,672            2,247
   2,282            3,152            4,137
   3,766            5,069            6,596
   5,166            6,967            9,181
   6,508            8,899           11,965
   7,776           10,840           14,941
   8,947           12,768           18,108
  10,072           14,735           21,544
  10,767           16,380           24,952
  11,368           18,028           28,670
  11,854           19,659           32,719
  12,198           21,246           37,119
  12,373           22,766           41,899
  12,367           24,204           47,106
  12,165           25,546           52,795
  11,763           26,789           59,041
  11,158           27,927           65,933
  10,333           28,944           73,564
<FN>
The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.
</FN> 





                                                                                       BMA

                                                                         CLARITY VARIABLE UNIVERSAL LIFE
                                                                       FEMALE AGE 50 PREFERRED NON-TOBACCO

Planned Premium:  $2,232                                                     ASSUMING CURRENT CHARGES

 ------------------------------------------------------- ------------------------------------------------------------------- ------
              Premiums                       Death Proceeds                                   Accumulation Value
End of      Accumulated               Assuming Hypothetical Gross                        Assuming Hypothetical Gross
Policy         at 5%                  Annual Investment Return of                        Annual Investment Return of
 Year         Interest
              Per Year
- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross
                             (-.91% Net)      (5.09% Net)      (11.09% Net)     (-.91% Net)      (5.09% Net)      (11.09% Net)
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                               
     1           2,344           150,000         150,000           150,000           1,227             1,326           1,425
     2           4,804           150,000         150,000           150,000           2,658             2,939           3,234
     3           7,388           150,000         150,000           150,000           4,047             4,606           5,212
     4          10,101           150,000         150,000           150,000           5,394             6,325           7,375
     5          12,950           150,000         150,000           150,000           6,698             8,098           9,743
     6          15,941           150,000         150,000           150,000           7,959             9,928          12,336
     7          19,082           150,000         150,000           150,000           9,180            11,820          15,181
     8          22,379           150,000         150,000           150,000          10,361            13,776          18,307
     9          25,842           150,000         150,000           150,000          11,511            15,810          21,753
    10          29,478           150,000         150,000           150,000          12,629            17,922          25,552
    11          33,295           150,000         150,000           150,000          13,802            20,232          29,898
    12          37,303           150,000         150,000           150,000          14,942            22,639          34,710
    13          41,512           150,000         150,000           150,000          16,040            25,141          40,036
    14          45,931           150,000         150,000           150,000          17,080            27,727          45,919
    15          50,572           150,000         150,000           150,000          18,079            30,418          52,442
    16          55,444           150,000         150,000           150,000          18,976            33,165          59,634
    17          60,559           150,000         150,000           150,000          19,830            36,028          67,623
    18          65,931           150,000         150,000           150,000          20,639            39,010          76,503
    19          71,571           150,000         150,000           150,000          21,413            42,129          86,388
    20          77,493           150,000         150,000           150,000          22,154            45,396          97,401





            Initial Specified Amount:  $150,000
                   Death Benefit Option:  Level

- ------------------------------------------------
             Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of

- -----------------------------------------------
 0 % Gross        6 % Gross        12% Gross
(-.91% Net)      (5.09% Net)      (11.09% Net)
- -------------    -------------    -------------
                                      
          0                0                0
        147              428              723
      1,536            2,095            2,701
      2,883            3,814            4,864
      4,615            6,015            7,659
      6,276            8,245           10,653
      7,924           10,564           13,926
      9,533           12,948           17,479
     11,084           15,382           21,326
     12,629           17,922           25,552
     13,802           20,232           29,898
     14,942           22,639           34,710
     16,040           25,141           40,036
     17,080           27,727           45,919
     18,079           30,418           52,442
     18,976           33,165           59,634
     19,830           36,028           67,623
     20,639           39,010           76,503
     21,413           42,129           86,388
     22,154           45,396           97,401
<FN>
The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.
</FN>

 
- --------------------------------------------------------------------------------


                              ILLUSTRATIONS - VERSION B 


                                       BMA

                      ADVANTAGE VUL VARIABLE UNIVERSAL LIFE

                                                                        MALE AGE 45 PREFERRED NON-TOBACCO                    
PLANNED PREMIUM:  $1,980                                                   ASSUMING GUARANTEED CHARGES                       
- ------------------------------------------------------- ------------------------------------------------------------------- -
              PREMIUMS                       DEATH PROCEEDS                                   ACCUMULATION VALUE             
END OF      ACCUMULATED               ASSUMING HYPOTHETICAL GROSS                        ASSUMING HYPOTHETICAL GROSS         
POLICY         AT 5%                  ANNUAL INVESTMENT RETURN OF                        ANNUAL INVESTMENT RETURN OF         
 YEAR         INTEREST
              PER YEAR
- --------    -------------    -----------------------------------------------    ---------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross 
                             (-0.95%Net)       (5.05%Net)      (11.05%Net)      (-0.95%Net)       (5.05%Net)      (11.05%Net)
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -----------
                                                                                                  
     1         2,079            150,000         150,000           150,000            1,054             1,140           1,226 
                                                                                                                             
     2         4,262            150,000         150,000           150,000            2,232             2,476           2,730 
                                                                                                                             
     3         6,554            150,000         150,000           150,000            3,352             3,829           4,349 
                                                                                                                             
     4         8,961            150,000         150,000           150,000            4,412             5,200           6,091 
                                                                                                                             
     5        11,488            150,000         150,000           150,000            5,408             6,582           7,966 
                                                                                                                             
     6        14,141            150,000         150,000           150,000            6,338             7,976           9,987 
                                                                                                                             
     7        16,927            150,000         150,000           150,000            7,195             9,372          12,160 
                                                                                                                             
     8        19,853            150,000         150,000           150,000            7,969            10,763          14,493 
                                                                                                                             
     9        22,924            150,000         150,000           150,000            8,655            12,139          16,998 
                                                                                                                             
    10        26,149            150,000         150,000           150,000            9,241            13,491          19,684 
                                                                                                                             
    11        29,536            150,000         150,000           150,000            9,790            14,901          22,692 
                                                                                                                             
    12        33,092            150,000         150,000           150,000           10,223            16,277          25,937 
                                                                                                                             
    13        36,825            150,000         150,000           150,000           10,535            17,612          29,447 
                                                                                                                             
    14        40,746            150,000         150,000           150,000           10,717            18,896          33,249 
                                                                                                                             
    15        44,862            150,000         150,000           150,000           10,753            20,113          37,371 
                                                                                                                             
    16        49,184            150,000         150,000           150,000           10,625            21,245          41,846 
                                                                                                                             
    17        53,722            150,000         150,000           150,000           10,317            22,272          46,713 
                                                                                                                             
    18        58,487            150,000         150,000           150,000            9,801            23,168          52,014 
                                                                                                                             
    19        63,491            150,000         150,000           150,000            9,045            23,898          57,797 
                                                                                                                             
    20        68,744            150,000         150,000           150,000            8,015            24,427          64,124 








                INITIAL SPECIFIED AMOUNT:  $150,000
                       DEATH BENEFIT OPTION:  LEVEL
- ----------------------------------------------------
                 CASH SURRENDER VALUE
             ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF


    -----------------------------------------------
     0 % Gross        6 % Gross        12% Gross
    (-0.95%Net)       (5.05%Net)      (11.05%Net)
    -------------    -------------    -------------
                                          
             0               0                  0
                                
             0               1                255
                                 
            877           1,354             1,874
                                 
          1,937           2,725             3,616
                                 
          3,353           4,528             5,912
                                 
          4,680           6,318             8,329
                                 
          5,957           8,135            10,922
                                 
          7,152           9,946            13,676
                                 
          8,234          11,719            16,577
                                 
          9,241          13,491            19,684
                                 
          9,790          14,901            22,692
                                 
         10,223          16,277            25,937
                                 
         10,535          17,612            29,447
                                 
         10,717          18,896            33,249
                                 
         10,753          20,113            37,371
                                 
         10,625          21,245            41,846
                                 
         10,317          22,272            46,713
                                 
          9,801          23,168            52,014
                                 
          9,045          23,898            57,797
                                 
          8,015          24,427            64,124


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.




                                       BMA

                      ADVANTAGE VUL VARIABLE UNIVERSAL LIFE

                                                                        MALE AGE 45 PREFERRED NON-TOBACCO                       
PLANNED PREMIUM:  $1,980                                                     ASSUMING CURRENT CHARGES                           

- ------------------------------------------------------- ------------------------------------------------------------------- ----
              PREMIUMS                       DEATH PROCEEDS                                   ACCUMULATION VALUE                
END OF      ACCUMULATED               ASSUMING HYPOTHETICAL GROSS                        ASSUMING HYPOTHETICAL GROSS            
POLICY         AT 5%                  ANNUAL INVESTMENT RETURN OF                        ANNUAL INVESTMENT RETURN OF            
 YEAR         INTEREST
              PER YEAR
- --------    -------------    -----------------------------------------------    ----------------------------------------------- 
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross    
                             (-0.95%Net)       (5.05%Net)      (11.05%Net)      (-0.95%Net)       (5.05%Net)      (11.05%Net)   

- --------    -------------    -------------    -------------    -------------    -------------    -------------    ------------- 
                                                                                                     
     1          2,079           150,000         150,000           150,000            1,078             1,165           1,253    
                                                                                                                                
     2          4,262           150,000         150,000           150,000            2,360             2,609           2,869    
                                                                                                                                
     3          6,554           150,000         150,000           150,000            3,600             4,095           4,632    
                                                                                                                                
     4          8,961           150,000         150,000           150,000            4,801             5,626           6,557    
                                                                                                                                
     5         11,488           150,000         150,000           150,000            5,962             7,204           8,662    
                                                                                                                                
     6         14,141           150,000         150,000           150,000            7,084             8,831          10,965    
                                                                                                                                
     7         16,927           150,000         150,000           150,000            8,166            10,507          13,486    
                                                                                                                                
     8         19,853           150,000         150,000           150,000            9,206            12,234          16,248    
                                                                                                                                
     9         22,924           150,000         150,000           150,000           10,203            14,011          19,274    
                                                                                                                                
    10         26,149           150,000         150,000           150,000           11,153            15,838          22,589    
                                                                                                                                
    11         29,536           150,000         150,000           150,000           12,131            17,816          26,360    
                                                                                                                                
    12         33,092           150,000         150,000           150,000           13,058            19,853          30,512    
                                                                                                                                
    13         36,825           150,000         150,000           150,000           13,925            21,945          35,082    
                                                                                                                                
    14         40,746           150,000         150,000           150,000           14,736            24,100          40,123    
                                                                                                                                
    15         44,862           150,000         150,000           150,000           15,486            26,315          45,686    
                                                                                                                                
    16         49,184           150,000         150,000           150,000           16,110            28,535          51,783    
                                                                                                                                
    17         53,722           150,000         150,000           150,000           16,665            30,814          58,527    
                                                                                                                                
    18         58,487           150,000         150,000           150,000           17,155            33,161          66,004    
                                                                                                                                
    19         63,491           150,000         150,000           150,000           17,572            35,575          74,300    
                                                                                                                                
    20         68,744           150,000         150,000           150,000           17,915            38,059          83,516    








              INITIAL SPECIFIED AMOUNT:  $150,000
                     DEATH BENEFIT OPTION:  LEVEL

- --------------------------------------------------
               CASH SURRENDER VALUE
           ASSUMING HYPOTHETICAL GROSS
           ANNUAL INVESTMENT RETURN OF
  -----------------------------------------------
   0 % Gross        6 % Gross        12% Gross
  (-0.95%Net)       (5.05%Net)      (11.05%Net)

  -------------    -------------    -------------
                                        
           0               0                  0
                               
           0              134               394
                               
        1,125           1,620             2,157
                               
        2,326           3,151             4,082
                               
        3,908           5,149             6,607
                               
        5,426           7,172             9,307
                               
        6,929           9,269            12,249
                               
        8,390          11,417            15,431
                               
        9,783          13,591            18,853
                               
       11,153          15,838            22,589
                               
       12,131          17,816            26,360
                               
       13,058          19,853            30,512
                               
       13,925          21,945            35,082
                               
       14,736          24,100            40,123
                               
       15,486          26,315            45,686
                               
       16,110          28,535            51,783
                               
       16,665          30,814            58,527
                               
       17,155          33,161            66,004
                               
       17,572          35,575            74,300
                               
       17,915          38,059            83,516


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.



                                       BMA

                      ADVANTAGE VUL VARIABLE UNIVERSAL LIFE

                                                                        MALE AGE 55 PREFERRED NON-TOBACCO                        
PLANNED PREMIUM:  $3,654                                                   ASSUMING GUARANTEED CHARGES                           
- ------------------------------------------------------- ------------------------------------------------------------------- -----
              PREMIUMS                       DEATH PROCEEDS                                   ACCUMULATION VALUE                 
END OF      ACCUMULATED               ASSUMING HYPOTHETICAL GROSS                        ASSUMING HYPOTHETICAL GROSS             
POLICY         AT 5%                  ANNUAL INVESTMENT RETURN OF                        ANNUAL INVESTMENT RETURN OF             
 YEAR         INTEREST
              PER YEAR
- --------    -------------    -----------------------------------------------    -----------------------------------------------  
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross     
                             (-0.95%Net)       (5.05%Net)      (11.05%Net)      (-0.95%Net)       (5.05%Net)      (11.05%Net)    
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------  
                                                                                                      
     1           3,837          150,000         150,000           150,000            1,955             2,114           2,275     
     2           7,865          150,000         150,000           150,000            3,953             4,399           4,867     
     3          12,095          150,000         150,000           150,000            5,809             6,675           7,617     
     4          16,537          150,000         150,000           150,000            7,520             8,934          10,539     
     5          21,200          150,000         150,000           150,000            9,071            11,163          13,639     
     6          26,097          150,000         150,000           150,000           10,451            13,348          16,927     
     7          31,238          150,000         150,000           150,000           11,644            15,473          20,416     
     8          36,637          150,000         150,000           150,000           12,631            17,518          24,114     
     9          42,306          150,000         150,000           150,000           13,385            19,453          28,031     
    10          48,258          150,000         150,000           150,000           13,879            21,250          32,177     
    11          54,507          150,000         150,000           150,000           14,205            23,036          36,789     
    12          61,069          150,000         150,000           150,000           14,223            24,649          41,732     
    13          67,959          150,000         150,000           150,000           13,905            26,058          47,051     
    14          75,194          150,000         150,000           150,000           13,217            27,232          52,807     
    15          82,790          150,000         150,000           150,000           12,117            28,127          59,068     
    16          90,767          150,000         150,000           150,000           10,537            28,678          65,911     
    17          99,142          150,000         150,000           150,000            8,306            28,727          73,376     
    18         107,936          150,000         150,000           150,000            5,476            28,308          81,680     
    19         117,169          150,000         150,000           150,000            1,820            27,214          90,931     
    20         126,864                0         150,000           150,000               0             25,282         101,349     








              INITIAL SPECIFIED AMOUNT:  $150,000
                     DEATH BENEFIT OPTION:  LEVEL
- --------------------------------------------------
               CASH SURRENDER VALUE
           ASSUMING HYPOTHETICAL GROSS
           ANNUAL INVESTMENT RETURN OF


  -----------------------------------------------
   0 % Gross        6 % Gross        12% Gross
  (-0.95%Net)       (5.05%Net)      (11.05%Net)
  -------------    -------------    -------------
                                       
           0                0                0
          299              745            1,213
        2,155            3,021            3,963
        3,866            5,280            6,885
        6,038            8,130           10,606
        8,002           10,899           14,479
        9,817           13,646           18,589
       11,425           16,312           22,909
       12,764           18,832           27,409
       13,879           21,250           32,177
       14,205           23,036           36,789
       14,223           24,649           41,732
       13,905           26,058           47,051
       13,217           27,232           52,807
       12,117           28,127           59,068
       10,537           28,678           65,911
        8,306           28,727           73,376
        5,476           28,308           81,680
        1,820           27,214           90,931
           0            25,282          101,349


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.



                                       BMA

                      ADVANTAGE VUL VARIABLE UNIVERSAL LIFE

                                                                        MALE AGE 55 PREFERRED NON-TOBACCO                       
PLANNED PREMIUM:  $3,654                                                     ASSUMING CURRENT CHARGES                           

- ------------------------------------------------------- ------------------------------------------------------------------- ----
              PREMIUMS                       DEATH PROCEEDS                                   ACCUMULATION VALUE                
END OF      ACCUMULATED               ASSUMING HYPOTHETICAL GROSS                        ASSUMING HYPOTHETICAL GROSS            
POLICY         AT 5%                  ANNUAL INVESTMENT RETURN OF                        ANNUAL INVESTMENT RETURN OF            
 YEAR         INTEREST
              PER YEAR
- --------    -------------    -----------------------------------------------    ----------------------------------------------- 
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross    
                             (-0.95%Net)       (5.05%Net)      (11.05%Net)      (-0.95%Net)       (5.05%Net)      (11.05%Net)   
- --------    -------------    -------------    -------------    -------------    -------------    -------------    ------------- 
                                                                                                     
     1           3,837          150,000         150,000            150,000           2,261             2,431           2,601    
     2           7,865          150,000         150,000            150,000           4,673             5,161           5,670    
     3          12,095          150,000         150,000            150,000           6,995             7,960           9,008    
     4          16,537          150,000         150,000            150,000           9,226            10,829          12,641    
     5          21,200          150,000         150,000            150,000          11,363            13,768          16,598    
     6          26,097          150,000         150,000            150,000          13,407            16,782          20,918    
     7          31,238          150,000         150,000            150,000          15,352            19,868          25,636    
     8          36,637          150,000         150,000            150,000          17,197            23,031          30,799    
     9          42,306          150,000         150,000            150,000          18,932            26,264          36,453    
    10          48,258          150,000         150,000            150,000          20,546            29,564          42,646    
    11          54,507          150,000         150,000            150,000          22,157            33,102          49,689    
    12          61,069          150,000         150,000            150,000          23,655            36,745          57,484    
    13          67,959          150,000         150,000            150,000          25,037            40,502          66,133    
    14          75,194          150,000         150,000            150,000          26,302            44,383          75,754    
    15          82,790          150,000         150,000            150,000          27,429            48,383          86,473    
    16          90,767          150,000         150,000            150,000          28,110            52,260          98,298    
    17          99,142          150,000         150,000            150,000          28,595            56,235         111,561    
    18         107,936          150,000         150,000            150,000          28,917            60,355         126,505    
    19         117,169          150,000         150,000            156,271          29,061            64,631         143,368    
    20         126,864          150,000         150,000            173,461          28,988            69,061         162,114    








             INITIAL SPECIFIED AMOUNT:  $150,000
                    DEATH BENEFIT OPTION:  LEVEL

- -------------------------------------------------
              CASH SURRENDER VALUE
          ASSUMING HYPOTHETICAL GROSS
          ANNUAL INVESTMENT RETURN OF


 -----------------------------------------------
  0 % Gross        6 % Gross        12% Gross
 (-0.95%Net)       (5.05%Net)      (11.05%Net)
 -------------    -------------    -------------
                                      
          0               0                 0
       1,019            1,507            2,016
       3,341            4,306            5,354
       5,572            7,175            8,987
       8,330           10,735           13,565
      10,959           14,334           18,470
      13,525           18,041           23,809
      15,991           21,825           29,594
      18,311           25,643           35,832
      20,546           29,564           42,646
      22,157           33,102           49,689
      23,655           36,745           57,484
      25,037           40,502           66,133
      26,302           44,383           75,754
      27,429           48,383           86,473
      28,110           52,260           98,298
      28,595           56,235          111,561
      28,917           60,355          126,505
      29,061           64,631          143,368
      28,988           69,061          162,114


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.



                                       BMA

                      ADVANTAGE VUL VARIABLE UNIVERSAL LIFE

                                                                       FEMALE AGE 50 PREFERRED NON-TOBACCO                       
PLANNED PREMIUM:  $2,232                                                   ASSUMING GUARANTEED CHARGES                           

- ------------------------------------------------------- ------------------------------------------------------------------- -----
              PREMIUMS                       DEATH PROCEEDS                                   ACCUMULATION VALUE                 
END OF      ACCUMULATED               ASSUMING HYPOTHETICAL GROSS                        ASSUMING HYPOTHETICAL GROSS             
POLICY         AT 5%                  ANNUAL INVESTMENT RETURN OF                        ANNUAL INVESTMENT RETURN OF             
 YEAR         INTEREST
              PER YEAR
- --------    -------------    -----------------------------------------------    -----------------------------------------------  
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross     
                             (-0.95%Net)       (5.05%Net)      (11.05%Net)      (-0.95%Net)       (5.05%Net)      (11.05%Net)    
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------  
                                                                                                      
     1           2,344          150,000         150,000           150,000            1,161             1,257           1,353     
     2           4,804          150,000         150,000           150,000            2,439             2,710           2,993     
     3           7,388          150,000         150,000           150,000            3,651             4,179           4,754     
     4          10,101          150,000         150,000           150,000            4,788             5,657           6,641     
     5          12,950          150,000         150,000           150,000            5,851             7,143           8,668     
     6          15,941          150,000         150,000           150,000            6,838             8,636          10,847     
     7          19,082          150,000         150,000           150,000            7,749            10,136          13,197     
     8          22,379          150,000         150,000           150,000            8,586            11,644          15,737     
     9          25,842          150,000         150,000           150,000            9,353            13,165          18,493     
    10          29,478          150,000         150,000           150,000           10,046            14,696          21,488     
    11          33,295          150,000         150,000           150,000           10,736            16,333          24,880     
    12          37,303          150,000         150,000           150,000           11,332            17,971          28,579     
    13          41,512          150,000         150,000           150,000           11,814            19,591          32,605     
    14          45,931          150,000         150,000           150,000           12,152            21,165          36,977     
    15          50,572          150,000         150,000           150,000           12,321            22,671          41,724     
    16          55,444          150,000         150,000           150,000           12,309            24,093          46,892     
    17          60,559          150,000         150,000           150,000           12,102            25,418          52,535     
    18          65,931          150,000         150,000           150,000           11,695            26,641          58,726     
    19          71,571          150,000         150,000           150,000           11,084            27,758          65,553     
    20          77,493          150,000         150,000           150,000           10,254            28,752          73,108     









              INITIAL SPECIFIED AMOUNT:  $150,000
                     DEATH BENEFIT OPTION:  LEVEL

- --------------------------------------------------
               CASH SURRENDER VALUE
           ASSUMING HYPOTHETICAL GROSS
           ANNUAL INVESTMENT RETURN OF


  -----------------------------------------------
   0 % Gross        6 % Gross        12% Gross
  (-0.95%Net)       (5.05%Net)      (11.05%Net)
  -------------    -------------    -------------
                                       
           0                0                0
           0               199              482
        1,140            1,668            2,243
        2,277            3,146            4,130
        3,767            5,059            6,584
        5,156            6,954            9,165
        6,494            8,880           11,941
        7,757           10,815           14,908
        8,926           12,738           18,066
       10,046           14,696           21,488
       10,736           16,333           24,880
       11,332           17,971           28,579
       11,814           19,591           32,605
       12,152           21,165           36,977
       12,321           22,671           41,724
       12,309           24,093           46,892
       12,102           25,418           52,535
       11,695           26,641           58,726
       11,084           27,758           65,553
       10,254           28,752           73,108


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.



                                       BMA

                      ADVANTAGE VUL VARIABLE UNIVERSAL LIFE

                                                                       FEMALE AGE 50 PREFERRED NON-TOBACCO                     
PLANNED PREMIUM:  $2,232                                                     ASSUMING CURRENT CHARGES                          

- ------------------------------------------------------- ------------------------------------------------------------------- ---
              PREMIUMS                       DEATH PROCEEDS                                   ACCUMULATION VALUE               
END OF      ACCUMULATED               ASSUMING HYPOTHETICAL GROSS                        ASSUMING HYPOTHETICAL GROSS           
POLICY         AT 5%                  ANNUAL INVESTMENT RETURN OF                        ANNUAL INVESTMENT RETURN OF           
 YEAR         INTEREST
              PER YEAR
- --------    -------------    -----------------------------------------------    -----------------------------------------------
                              0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross   
                             (-0.95%Net)       (5.05%Net)      (11.05%Net)      (-0.95%Net)       (5.05%Net)      (11.05%Net)  
- --------    -------------    -------------    -------------    -------------    -------------    -------------    -------------
                                                                                                    
     1           2,344          150,000         150,000           150,000            1,227             1,325           1,424   
     2           4,804          150,000         150,000           150,000            2,656             2,937           3,232   
     3           7,388          150,000         150,000           150,000            4,044             4,602           5,208   
     4          10,101          150,000         150,000           150,000            5,388             6,318           7,368   
     5          12,950          150,000         150,000           150,000            6,689             8,088           9,731   
     6          15,941          150,000         150,000           150,000            7,947             9,913          12,318   
     7          19,082          150,000         150,000           150,000            9,164            11,799          15,155   
     8          22,379          150,000         150,000           150,000           10,341            13,749          18,272   
     9          25,842          150,000         150,000           150,000           11,486            15,775          21,705   
    10          29,478          150,000         150,000           150,000           12,599            17,878          25,489   
    11          33,295          150,000         150,000           150,000           13,767            20,178          29,817   
    12          37,303          150,000         150,000           150,000           14,900            22,573          34,608   
    13          41,512          150,000         150,000           150,000           15,992            25,062          39,906   
    14          45,931          150,000         150,000           150,000           17,025            27,633          45,758   
    15          50,572          150,000         150,000           150,000           18,016            30,307          52,243   
    16          55,444          150,000         150,000           150,000           18,905            33,035          59,390   
    17          60,559          150,000         150,000           150,000           19,752            35,876          67,326   
    18          65,931          150,000         150,000           150,000           20,552            38,834          76,143   
    19          71,571          150,000         150,000           150,000           21,317            41,927          85,955   
    20          77,493          150,000         150,000           150,000           22,050            45,164          96,881   









              INITIAL SPECIFIED AMOUNT:  $150,000
                     DEATH BENEFIT OPTION:  LEVEL

- --------------------------------------------------
               CASH SURRENDER VALUE
           ASSUMING HYPOTHETICAL GROSS
           ANNUAL INVESTMENT RETURN OF


  -----------------------------------------------
   0 % Gross        6 % Gross        12% Gross
  (-0.95%Net)       (5.05%Net)      (11.05%Net)
  -------------    -------------    -------------
                                       
           0                0                0
          145              426              721
        1,533            2,091            2,697
        2,877            3,807            4,857
        4,605            6,004            7,646
        6,265            8,231           10,635
        7,908           10,544           13,900
        9,512           12,921           17,443
       11,059           15,348           21,278
       12,599           17,878           25,489
       13,767           20,178           29,817
       14,900           22,573           34,608
       15,992           25,062           39,906
       17,025           27,633           45,758
       18,016           30,307           52,243
       18,905           33,035           59,390
       19,752           35,876           67,326
       20,552           38,834           76,143
       21,317           41,927           85,955
       22,050           45,164           96,881


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.




                                     PART II

                           UNDERTAKING TO FILE REPORTS

a. Subject to the terms and  conditions of Section 15(d) of the  Securities  and
Exchange Act of 1934, the undersigned  registrant hereby undertakes to file with
the  Securities  and  Exchange   Commission  such   supplementary  and  periodic
information,  documents  and  reports  as  may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority confined in that section.
   
b. Pursuant to Investment  Company Act Section 26(e),  Business Men's  Assurance
Company of  America  ("Company")  hereby  represents  that the fees and  charges
deducted under the Policy  described in the  Prospectus,  in the aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.    

                                 INDEMNIFICATION

The Bylaws of the Company (Article IV) provide that:

Section 1:  Indemnification.  Each person who is or was a  Director,  officer or
employee  of  the  Corporation  or is or  was  serving  at  the  request  of the
Corporation  as  a  Director,   officer  or  employee  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  (including the heirs,
executors,  administrators or estate of such person) shall be indemnified by the
Corporation as a right to the full extent permitted or authorized by the laws of
the State of Missouri,  as now in effect and as hereafter  amended,  against any
liability,   judgment,  fine,  amount  paid  in  settlement,  cost  and  expense
(including  attorneys' fees) asserted or threatened against and incurred by such
person in his capacity as or arising out of his status as a Director, officer or
employee of the Corporation, or if serving at the request of the Corporation, as
a  Director,  officer or  employee of another  corporation,  partnership,  joint
venture, trust or other enterprise.  The indemnification  provided by this Bylaw
provision shall not be exclusive of any other rights to which those  indemnified
may be  entitled  under  any  other  bylaw  or  under  any  agreement,  vote  of
shareholders or disinterested directors or otherwise, and shall not limit in any
way any right  which  the  Corporation  may have to make  different  or  further
indemnifications  with  respect to the same or  different  persons or classes of
persons.

Without  limiting the foregoing,  the Corporation is authorized to enter into an
agreement with any Director,  officer or employee of the  Corporation  providing
indemnification  for such person against  expenses,  including  attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  including any action by or in the right of the
Corporation,  that  arises by  reason  of the fact that such  person is or was a
Director,  officer or employee of the  Corporation,  or is or was serving at the
request  of the  Corporation  as a  Director,  officer  or  employee  of another
corporation,  partnership, joint venture, trust or other enterprise, to the full
extent allowed by law,  whether or not such  indemnification  would otherwise be
provided for in this Bylaw,  except that no such agreement  shall  indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

   The facing sheet

   The Prospectus consisting of 131 pages.

   Undertakings to file reports.

   The signatures.

   Written consents of the following persons: Consent of Actuary

   The following exhibits.

A.         Copies of all exhibits required by paragraph A of instructions for
           Exhibits in Form N-8B-2.
   
1.         Resolution of the Board of Directors of the Company*
2.         Not Applicable
3.a.       Form of Co-Principal Underwriters' Agreement
3.b.       Form of Selling Agreements 
3.c.       Schedule of Commissions
4.         Not Applicable
5.         Flexible Premium Adjustable Variable Life Insurance Policy*
6.a.       Articles of Incorporation of the Company*
6.b.       Bylaws of the Company*
7.         Not Applicable
8.         Form of Fund Participation Agreements
9.         Form of Reinsurance Agreement 
10.        Application Form
11.        Powers of Attorney*

B.         Opinion and Consent of Counsel

C.         Consent of Actuary

D.         Consent of Independent Auditors

*Incorporated by reference to Form S-6 (File No. 333-52689) electronically
filed on May 14, 1998.
    


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned  thereunto  duly  authorized in the City of Kansas City and State of
Missouri on this 10th day of August, 1998.

                                            BMA VARIABLE LIFE ACCOUNT A
                                            Registrant

                                            By: BUSINESS MEN'S ASSURANCE
                                            COMPANY OF AMERICA

                                            By: /s/ DAVID A. GATES
                                            ------------------------------


                                            BUSINESS MEN'S ASSURANCE
                                            COMPANY OF AMERICA

                                            By: /S/ MICHAEL K. DEARDORFF
                                            ----------------------------


Attest:

/S/ VERNON W. VOORHEES II
- ----------------------------
(Name)

SENIOR VICE PRESIDENT & SECRETARY
- ----------------------------
Title


 
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.




                                                                                           
SIGNATURE                                             TITLE                                       DATE
- ---------                                             -----                                       ----

Giorgio Balzer*                             Director, Chairman of the Board                      8/10/98
- -------------------------                                                                        -------
Giorgio Balzer                              and Chief Executive Officer                            Date

Thomas Morton Bloch*                        Director                                             8/10/98
- -------------------------                                                                        -------
Thomas Morton Bloch                                                                                Date

Gianguido Castagno*                         Director                                             8/10/98
- -------------------------                                                                        -------
Gianguido Castagno                                                                                 Date

William Thomas Grant II *                   Director                                             8/10/98
- -------------------------                                                                        -------
William Thomas Grant II                                                                            Date

Donald Joyce Hall, Jr.*                     Director                                             8/10/98
- -------------------------                                                                        -------
Donald Joyce Hall, Jr.                                                                             Date

Allan Drue Jennings*                        Director                                             8/10/98
- -------------------------                                                                        -------
Allan Drue Jennings                                                                                Date

David Woods Kemper*                         Director                                             8/10/98
- -------------------------                                                                        -------
David Woods Kemper                                                                                 Date

Giorgio Liveris*                            Director                                             8/10/98
- -------------------------                                                                        -------
Giorgio Liveris                                                                                    Date

John Kessander Lundberg*                    Director                                             8/10/98
- -------------------------                                                                        -------
John Kessander Lundberg                                                                            Date
 
John Pierre Mascotte*                       Director                                             8/10/98
- -------------------------                                                                        -------
John Pierre Mascotte                                                                               Date

Giovanni Perissinotto*                      Director                                             8/10/98
- -------------------------                                                                        -------
Giovanni Perissinotto                                                                              Date

/S/ ROBERT T. RAKICH*                       Director, President and Chief                        8/10/98
- -------------------------                                                                        -------
Robert Thomas Rakich                        Operating Officer                                      Date

/S/ VERNON W. VOORHEES II                   Director, Senior Vice President -                    8/10/98
- ---------------------------                                                                      -------
Vernon Wirt Voorhees II                     Corporate Services & Secretary                         Date

/S/ DAVID L. HIGHLEY                        Senior Vice President & Chief                        8/10/98
- -------------------------                                                                        -------
David Lee Higley                            Financial Officer                                      Date

/S/ SUSAN A. SWEENEY                        Vice President - Treasurer &                         8/13/98
- -------------------------                                                                        -------
Susan Annette Sweeney                       Controller                                             Date


*By: /S/ VERNON W. VOORHEES II                    
    --------------------
     Attorney-in-Fact

*By: /S/ ROBERT T. RAKICH
     --------------------
     Attorney-in-Fact


                            INDEX TO EXHIBITS

EX-99.A.3.a.   Form of Co-Principal Underwriters' Agreement
EX-99.A.3.b.   Form of Selling Agreements
EX-99.A.3.c.   Schedule of Commissions
EX-99.A.8.     Form of Fund Participation Agreements
EX-99.A.9.     Form of Reinsurance Agreement
EX-99.A.10.    Application Form
EX-99.B.       Opinion and Consent of Counsel
EX-99.C.       Consent of Actuary
EX-99.D.       Consent of Independent Auditors